Preparation of Information Statement. As soon as practicable after the execution of this Agreement, the Company and Parent, shall prepare an Information Statement for the purpose of soliciting shareholders of the Company to approve the principal terms of this Agreement and the Merger. 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. Parent and the Company shall each use its best efforts to cause the Information Statement to comply in all material respects 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 unanimous recommendation of the Board of Directors of the Company that the Company shareholders approve the principal terms of this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders 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.
Appears in 1 contract
Samples: Merger Agreement (Informix Corp)
Preparation of Information Statement. As soon as practicable after ------------------------------------ the execution of this Agreement, the Company and shall prepare, with the cooperation of Parent, shall prepare an Information Statement for the purpose of soliciting shareholders stockholders of the Company to approve this Agreement, the principal terms of this Agreement Merger and the Mergertransactions 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. Parent and the Company shall each use its best efforts to cause the Information Statement to comply in all material respects 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 unanimous recommendation of the Board of Directors of the Company that the Company shareholders stockholders approve the principal terms of this Agreement and the Merger transactions contemplated hereby and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders 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.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Inktomi Corp)
Preparation of Information Statement. (a) As soon as practicable after the execution of this Agreement, Target shall prepare, with the Company and Parentcooperation of Acquiror, shall prepare an information statement (as amended or supplemented, the “Information Statement Statement”) for the purpose solicitation of soliciting shareholders approval of the Company to approve stockholders of Target describing this Agreement, the principal terms Certificate of this Agreement Merger and the Mergertransactions contemplated hereby and thereby. Acquiror shall provide such information about Acquiror as Target shall reasonably request. The Information Statement shall constitute a disclosure document information supplied by Target for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock inclusion in the Merger. Parent and the Company shall each use its best efforts to cause the Information Statement to comply be sent to the stockholders of Target shall not, on the date the Information Statement is first mailed to Target’s stockholders or at the Effective Time, contain any untrue statement of a material fact, or omit to state any material fact necessary in all order to make the statements made therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that is contained in any of the foregoing documents. The information supplied by Acquiror or Merger Sub for inclusion in the Information Statement shall not, on the date the Information Statement is first mailed to Target’s stockholders or at the Effective Time, contain any untrue statement of a material respects 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 misleading. Notwithstanding the foregoing, Acquiror and Merger Sub make no representation, warranty or covenant with applicable federal and state securities laws requirements. respect to any information supplied by Target that is contained in any of the foregoing documents.
(b) Each of Parent Acquiror and the Company 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, Statement or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's ’s counsel and auditors in the preparation of the Information Statement. The Company Target will promptly advise Parent Acquiror, and Parent Acquiror will promptly advise the CompanyTarget, in writing if at any time prior to the Effective Time either the Company Target or Parent 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 unanimous recommendation of the Board of Directors of the Company Target that the Company shareholders Target stockholders approve the principal terms of Merger and this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders stockholders of the CompanyTarget. Anything to the contrary contained herein notwithstanding, the Company Target shall not include in the Information Statement any information with respect to Parent Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Parent Acquiror prior to such inclusion, such approval not to be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Packeteer Inc)
Preparation of Information Statement. As soon as practicable after the execution of this Agreement, the Company Target and Parent, Acquiror shall prepare an Information Statement for the purpose stockholders of soliciting shareholders of the Company Target to approve this Agreement, the principal terms Certificate of this Agreement Merger and the Mergertransactions contemplated hereby and thereby. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Acquiror Common Stock to be received by the holders of Company Target Capital Stock in the Merger. Parent Acquiror and the Company Target shall each use its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities laws requirements. Each of Parent Acquiror and the Company 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. The Company Target will promptly advise Parent Acquiror, and Parent Acquiror will promptly advise the CompanyTarget, in writing if at any time prior to the Effective Time either the Company Target or Parent 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 35 42 by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the Board of Directors of the Company Target that the Company shareholders Target stockholders approve the principal terms of Merger and this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger as contained herein are fair and reasonable to the shareholders stockholders of the CompanyTarget. Anything to the contrary contained herein notwithstanding, the Company Target shall not include in the Information Statement any information with respect to Parent Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Parent Acquiror prior to such inclusion.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Quintus Corp)