Merger Proposal and Proxy Statement Clause Samples

Merger Proposal and Proxy Statement. (a) As promptly as practicable after the execution of this Agreement (but in no event more than fifteen (15) Business Days after the date of this Agreement): (i) each of the Company and Merger Sub shall cause a merger proposal (in the Hebrew language) substantially in the form attached as Exhibit B (a “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Law; (ii) the Company shall call the Company Shareholders’ Meeting (and prepare and mail to its shareholders a Proxy Statement as set forth in Section 6.1(b) and conduct such meeting as set forth in Section 6.2(a)); and (iii) the Company and Merger Sub shall jointly deliver the Merger Proposals to the Companies Registrar within three (3) days from the calling of such shareholders’ meetings. Each of the Company and Merger Sub shall cause a copy of its Merger Proposal to be delivered to its secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar and shall promptly inform its respective non-secured creditors, if any, of its Merger Proposal and its contents in accordance with Section 318 of the Israeli Law and the regulations promulgated thereunder. Promptly after the Company and Merger Sub shall have complied with the preceding sentences of this Section 6.1(a), and with subsections (i) and (ii) below, but in any event no more than three (3) days following the date on which such notice was sent to the creditors, the Company and Merger Sub shall inform the Companies Registrar, in accordance with Section 317(b) of the Israeli Law, that notice was given to their respective creditors under Section 318 of the Israeli Law and the regulations promulgated thereunder. In addition to the above, each of the Company and, if applicable, Merger Sub, shall: (i) publish a notice to its creditors, stating that a Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered offices or Merger Sub’s registered offices, as applicable, and at such other locations as the Company or Merger Sub, as applicable, may determine, in (A) two (2) daily Hebrew language newspapers circulated in Israel, on the day that the Merger Proposal is submitted to the Companies Registrar, (B) a newspaper circulated in New York City, no later than three (3) Business Days following the day on which the Merger Proposal was submitted to...