Preparation of Information Statement. As promptly as reasonably practicable after the date of the Amendment, Purchaser Parent will prepare and file with the Securities and Exchange Commission a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the issuance of the common stock of Purchaser Parent issuable upon conversion of the Purchaser Parent Shares and the other transactions contemplated hereby (the “Information Statement”) in preliminary form. The Parties will cooperate with each other in the preparation of the Information Statement; without limiting the generality of the foregoing, Seller will furnish and cause its Affiliates to furnish to Purchaser Parent the information relating to the other Parties required by the Exchange Act to be set forth in the Information Statement (including, to the extent required in either a preliminary or definitive filing of the Information Statement, audited consolidated financial statements of Seller, including the notes thereto, consisting of a balance sheet as of December 31, 2019 and 2018 and the related consolidated statements of operations, changes in members’ equity and cash flows for each of the years in the three-year period ended December 31, 2019) and such other information concerning such Party as may be reasonably requested by Purchaser Parent in connection with the preparation, filing and distribution of the Information Statement, and such Parties and their counsel will be given the opportunity to review and comment on the Information Statement (or any amendment or supplement thereto) prior to the filing thereof with the Securities and Exchange Commission. The Parties will each use their commercially reasonable efforts, after consultation with the other Parties, to respond promptly to any comments made by the Securities and Exchange Commission with respect to the Information Statement, and Purchaser Parent (a) shall provide the other Parties a reasonable opportunity to review and comment on such response and (b) shall include in such response all comments reasonably proposed by the other Parties. Purchaser Parent will use its commercially reasonable efforts to cause the Information Statement to be transmitted to the holders of common stock of Purchaser Parent as promptly as practicable following the filing thereof in definitive form with the Securities and Exchange Commission. Purchaser Parent will advise the other Par...
Preparation of Information Statement. As promptly as practicable after the date of this Agreement (and in no event more than five (5) Business Days after the date of this Agreement) and in compliance with applicable law and the Company’s Certificate of Incorporation and bylaws, the Company will prepare an information statement, which will be subject to Parent’s review and approval (which review and approval will not be unreasonably withheld or delayed) to provide notice and a description of the approval of this Agreement, the Merger and the Transactions by the Company’s board of directors and the Company’s stockholders and a description of the Company stockholders’ appraisal or similar rights in regard to the Merger under applicable law (the “Information Statement”). The Company will: (i) cause the Information Statement to comply with applicable law and the Company’s Certificate of Incorporation and bylaws; (ii) include in the Information Statement all changes reasonably proposed by Parent; (iii) ensure that the Information Statement will not contain, at or prior to the date of the mailing, any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which made not misleading, and (iv) cause the Information Statement to be mailed to the Company’s stockholders of record as of the date of this Agreement as promptly as practicable following the date of this Agreement. Without limiting the foregoing, Parent shall provide for inclusion in the Information Statement any information reasonably required to be provided by it to the Company Stockholders in order for the issuance of Parent Shares to the Company Stockholders to comply with the requirements of the Securities Act and will ensure that such information will not contain any untrue statement of a material fact and will not omit to state any material fact necessary in order to make the statements made therein not misleading.
Preparation of Information Statement. (a) The Company shall, as soon as practicable following the date of this Agreement, prepare and file with the Bureau the Information Statement to be provided to the Company's stockholders in preliminary form, and each of the Company and the Purchaser shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the Bureau, or its upper body, the Finance Services Agency (the "FSA") with respect thereto. The Company shall notify the Purchaser promptly of the receipt of any comments from the Bureau, the FSA or their staff and of any request by the Bureau or the FSA or their staff for amendments or supplements to the Information Statement or on any other Company Disclosure Document or for additional information and shall supply the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Bureau, the FSA or their staff, on the other hand, with respect to the Information Statement or any other Company Disclosure Document. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Information Statement, or any amendment or supplement thereto, to which the Purchaser reasonably objects. The Company shall use its commercially reasonable efforts to cause the Information Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the Bureau. Notwithstanding the foregoing, prior to filing or mailing the Information Statement or any other Company Disclosure Document (or any amendment or supplement thereto) or responding to any comments of the Bureau and the FSA with respect thereto, the Company (i) shall provide the Purchaser an opportunity to review and comment on such document or response and (ii) shall include in such document or response all reasonable comments proposed by the Purchaser.
Preparation of Information Statement. As promptly as practicable after the execution of this Agreement, the Company shall prepare an Information Statement for the Stockholders of the Company to approve this Agreement and the transactions contemplated hereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and an information statement for solicitation of shareholder approval of the Merger. Parent and the Company shall each use its commercially reasonable efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of the Company that the Company Stockholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Stockholders of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.
Preparation of Information Statement. The Company shall, as promptly as practicable, prepare and file a preliminary Information Statement with the SEC and shall use its reasonable good faith efforts to respond to any comments of the SEC and to cause the Information Statement to be mailed to the Company's stockholders at the earliest practicable time. Each of the parties hereto shall supply such information reasonably requested by the Company (or in the case of the Company, as is necessary) in its possession for inclusion in the Information Statement. The Company will notify FKWW and FKW Sub promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Information Statement or for additional information and will supply FKWW and FKW Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement or the Merger.
Preparation of Information Statement. As soon as practicable after the execution of this Agreement, Acquiror and Target shall prepare an Information Statement for Target shareholders to approve this Agreement, the California Agreement of Merger and the transactions contemplated hereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger. Target shall use commercially reasonable efforts to cause the Information Statement to comply with all applicable federal and state law requirements. Each of Acquiror and Target agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or Acquiror shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of Target that the Target shareholders approve the Merger and this Agreement and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion.
Preparation of Information Statement. 69 5.3 Stockholders Meeting or Consent Solicitation............69 5.4 Access to Information...................................69 5.5 Confidentiality.........................................70 5.6 Public Disclosure.......................................71 5.7 Consents................................................71 5.8 Update Target Disclosure Schedule; Breaches.............73 5.9 Stockholder Agreements..................................73 5.10 Legal Requirements......................................75 5.11 Tax-Free Reorganization.................................75 5.12 Blue Sky Laws...........................................76 5.13 [Intentionally Omitted].................................76 5.14 [Intentionally Omitted].................................76 5.15
Preparation of Information Statement. (a) As soon as practicable after the execution of this Agreement, each of Acquiror and Target shall prepare a solicitation statement for the solicitation of approval of the shareholders of each of Target and Acquiror describing this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Target and Acquiror shall provide such information about each other as Acquiror, Target and their counsel shall reasonably request. The information supplied by Target for inclusion in the Information Statement to be sent to the shareholders of Target, and in any other document filed by Acquiror with the Securities and Exchange Commission, shall not, on the date the Information Statement is first mailed to Target's shareholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror that is contained in any of the foregoing documents. The information supplied by Acquiror for inclusion in the Information Statement shall not, on the date the Information Statement is first mailed to Target's shareholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied by Target that is contained in any of the foregoing documents.
Preparation of Information Statement. As promptly as reasonably practicable, but in no event later than 10 days following the Effective Time, Momentive shall prepare, and Hexion shall cooperate in preparing, an information statement notifying the Momentive stockholders of the approval of the Momentive Merger, the Holdco Merger and the other transactions contemplated hereby and the availability of appraisal rights, pursuant to and subject to the limitations set forth in Section 262 of the DGCL (such information statement, and any amendments or supplements thereto, the “Information Statement”), to the extent required by the DGCL. Hexion and Momentive, in reasonable consultation with the other, shall use their reasonable best efforts to take any action required to be taken under any applicable state securities laws in connection with the Transaction and each party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. If at any time prior to the mailing of the Information Statement to the Momentive stockholders, any information relating to either of the parties, or their respective affiliates, officers or directors, should be discovered by either party which should be set forth in an amendment or supplement to the Information Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly disseminated to the stockholders of Momentive.
Preparation of Information Statement. The Seller will, as promptly as reasonably practicable, prepare and file with the Securities and Exchange Commission (the "SEC") an information statement relating to the written consent on the date hereof of the holders of a majority of the shares of Seller's common stock with respect to the sale of the Shares. The Seller will mail the information statement to its stockholders at the earliest practicable date following receipt of notification from the SEC that it will not review, or has no further comments on, the information statement.
