Offer Documents; Proxy Statement; Schedule 14D-9 Clause Samples
The 'Offer Documents; Proxy Statement; Schedule 14D-9' clause outlines the obligations of parties to prepare, file, and distribute key documents required during a merger or acquisition, particularly in the context of a tender offer. This includes the preparation of offer documents by the acquiring party, the target company's proxy statement for shareholder approval, and the Schedule 14D-9, which is the target's formal response to a tender offer as required by the SEC. The clause ensures that all necessary disclosures are made to shareholders and regulatory authorities, thereby promoting transparency and compliance with securities laws during the transaction process.
Offer Documents; Proxy Statement; Schedule 14D-9. (a) None of the information to be supplied by the Company for inclusion or incorporation by reference in the Schedule TO or other Offer Documents or the Proxy Statement or any other document to be filed with the SEC or provided to holders of Existing Units in connection with the transactions contemplated by this Agreement (the “Other Filings”) will, in the case of the Schedule TO and other Offer Documents, at the time of filing with the SEC and the date first published, sent or given to the Company’s stockholders, and, in the case of the Proxy Statement, at the time of mailing of the Proxy Statement, at the time of the Company Stockholders’ Meeting and at the Effective Time, and, in the case of any Other Filing at the date it is first mailed to the Company’s stockholders or holders of interest in any Subsidiary or at the date it is first filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made (or omitted to be made) by the Company or any Subsidiary with respect to statements made or incorporated by reference therein based on information supplied by Parent or MergerSub in connection with the preparation of the Schedule TO, the Proxy Statement or other Offer Documents or the Other Filings specified for inclusion or incorporation by reference therein. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its Subsidiaries shall occur that is required to be described in the Proxy Statement such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. The Proxy Statement, at the time of filing with the SEC, will comply as to form in all material respects with the provisions of the Exchange Act.
(b) The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under wh...
Offer Documents; Proxy Statement; Schedule 14D-9. The Offer Documents shall not, at the time the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Schedule 14D-9 and Proxy Statement, if any, shall not, at the date first mailed to stockholders of the Company, and at the time of the Company Stockholders’ Meeting, if any, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders’ Meeting which shall have become false or misleading. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives for inclusion in any of the foregoing documents or the Offer Documents. The Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.