Common use of Joint Proxy Statement; Registration Statement Clause in Contracts

Joint Proxy Statement; Registration Statement. The Joint Proxy Statement shall include the AmeriSource Board Recommendations to the extent not previously withdrawn in compliance with Section 6.2(d) and the opinion of Xxxxxxx Xxxxx referred to in Section 5.23, unless previously withdrawn or revoked or modified in any material respect. If, at any time prior to the Effective Time, AmeriSource shall obtain knowledge of any information pertaining to AmeriSource that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, AmeriSource shall so advise Bergen and Parent in writing and shall promptly furnish Bergen and Parent with all information as shall be required for such amendment or supplement and shall promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Consistent with the timing for the AmeriSource Shareholders Meeting and the Bergen Shareholders Meeting, AmeriSource shall use its reasonable best efforts to mail at the earliest practicable date to the holders of shares of AmeriSource Class A Common Stock the Joint Proxy Statement, which shall include all information required by Applicable Law to be furnished to the shareholders of AmeriSource in connection with the Mergers and the transactions contemplated thereby.

Joint Proxy Statement; Registration Statement. The Joint Proxy Statement shall include the AmeriSource Bergen Board Recommendations to the extent not previously withdrawn in compliance with Section 6.2(d6.3(d) and the opinion of Xxxxxxx Xxxxx referred to in Section 5.234.23, unless previously withdrawn or revoked or modified in any material respect. If, at any time prior to the Effective Time, AmeriSource Bergen shall obtain knowledge of any information pertaining to AmeriSource that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, AmeriSource Bergen shall so advise Bergen AmeriSource and Parent in writing and shall promptly furnish Bergen AmeriSource and Parent with all information as shall be required for such amendment or supplement and shall promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Consistent with the timing for the AmeriSource Shareholders Meeting and the Bergen Shareholders Meeting, AmeriSource Bergen shall use its reasonable best efforts to mail at the earliest practicable date to the holders of shares of AmeriSource Class A Bergen Common Stock the Joint Proxy Statement, which shall include all information required by Applicable Law to be furnished to the shareholders of AmeriSource Bergen in connection with the Mergers and the transactions contemplated thereby.

Joint Proxy Statement; Registration Statement. The Joint Proxy Statement shall include the AmeriSource Bergen Board Recommendations to the extent not previously withdrawn in compliance with Section 6.2(d6.3(d) and the opinion of Xxxxxxx Xxxxx Merrill Lynch referred to in Section 5.234.23, unless previously withdrawn or revoked withdxxxx xx xxxxxed or modified in any material respect. If, at any time prior to the Effective Time, AmeriSource Bergen shall obtain knowledge of any information pertaining to AmeriSource that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, AmeriSource Bergen shall so advise Bergen AmeriSource and Parent in writing and shall promptly furnish Bergen AmeriSource and Parent with all information as shall be required for such amendment or supplement and shall promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Consistent with the timing for the AmeriSource Shareholders Meeting and the Bergen Shareholders Meeting, AmeriSource Bergen shall use its reasonable best efforts to mail at the earliest practicable date to the holders of shares of AmeriSource Class A Bergen Common Stock the Joint Proxy Statement, which shall include all information required by Applicable Law to be furnished to the shareholders of AmeriSource Bergen in connection with the Mergers and the transactions contemplated thereby.

Joint Proxy Statement; Registration Statement. The Joint Proxy Statement shall include the AmeriSource Board Recommendations to the extent not previously withdrawn in compliance with Section 6.2(d) and the opinion of Xxxxxxx Xxxxx Goldman Sachs referred to in Section 5.23, unless previously withdrawn or revoked withdxxxx xx xxxxxed or modified in any material respect. If, at any time prior to the Effective Time, AmeriSource shall obtain knowledge of any information pertaining to AmeriSource that would require an amendment or supplement to the Registration Statement or the Joint Proxy Statement, AmeriSource shall so advise Bergen and Parent in writing and shall promptly furnish Bergen and Parent with all information as shall be required for such amendment or supplement and shall promptly take such action as shall be required to amend or supplement the Registration Statement and/or the Joint Proxy Statement. Consistent with the timing for the AmeriSource Shareholders Meeting and the Bergen Shareholders Meeting, AmeriSource shall use its reasonable best efforts to mail at the earliest practicable date to the holders of shares of AmeriSource Class A Common Stock the Joint Proxy Statement, which shall include all information required by Applicable Law to be furnished to the shareholders of AmeriSource in connection with the Mergers and the transactions contemplated thereby.