Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval. (b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. (c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement and the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Dragon Pharmaceutical Inc), Merger Agreement (Dragon Pharmaceutical Inc)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following after the date of this Agreement, the Company, acting through the Company Board, shall Agreement (and in accordance with applicable Law, the Company Charter, and the Company Bylaws: any event within thirty (i30) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following calendar days after the date of this Agreementhereof), the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply SEC in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish preliminary form as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and (ii) in consultation with Parent, set a preliminary record date for the rules Company Shareholders Meeting in accordance with the applicable provisions of the ICL and regulations promulgated thereunder the Company’s Articles of Association and commence a broker search pursuant to be set forth Section 14a-13 of the Exchange Act in the Proxy Statementconnection therewith. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to have the Proxy Statement as promptly as practicable after receipt thereof and to cause cleared by the Proxy Statement to be mailed to the holders of Company Common Stock SEC as promptly as practicable after the filing thereof. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement is cleared in definitive form to be mailed to the Company’s shareholders at the earliest practicable date. If at any time prior to obtaining the Company Shareholders Approval, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent, or any development should occur, that, in either case, should be set forth in an amendment or supplement to the Proxy Statement so that such document would not contain 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 that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SECSEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the shareholders of the Company. Notwithstanding anything to the contrary stated aboveforegoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent give Parent, Merger Sub and MergerSub with their counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel.
(b) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Company’s shareholders, the Company shall duly call, give notice of (with the proxy card (Ktav Hatzbaa) required under the ICL and the regulations promulgated thereunder), set the record date for, convene and hold a special meeting of its shareholders in accordance with the applicable provisions of the ICL and the Company’s Articles of Association (the “Company Shareholders Meeting”) solely for the purpose of obtaining the Company Shareholders Approval and, if applicable, the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith. The Company shall comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the ICL and the regulations promulgated thereunder and the Company’s Articles of Association. The Company may postpone or adjourn the Company Shareholders Meeting solely (i) with the consent of Parent; (ii) (A) due to the absence of a quorum or (B) if the Company has not received proxies representing a sufficient number of Shares for the Company Shareholders Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such response supplemental or amended disclosure to be disseminated and shall include in such documents reviewed by the Company’s shareholders prior to the Company Shareholders Meeting; provided, that the Company may not postpone or response comments reasonably proposed adjourn the Company Shareholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Company shall, at the request of Parent, to the extent permitted by Law, adjourn the Company Shareholders Meeting to a date specified by Parent for the absence of a quorum or if the Company has not received proxies representing a sufficient number of Shares for the Company Shareholders Approval; provided that the Company shall not be required to adjourn the Company Shareholders Meeting more than two times pursuant to this sentence, and MergerSubno such adjournment pursuant to this sentence shall be required to be for a period exceeding fifteen (15) days. ParentTo the extent required, MergerSub the Company shall set a new record date in accordance with the applicable provisions of the ICL and Company’s Articles of Association. Except in the case of an Adverse Recommendation Change specifically permitted by Section 5.2(b), the Company, through the Company Board, shall (i) recommend to its shareholders that they adopt this Agreement and the Company agree to correct as soon as reasonably practicable any information provided by it for use transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement which and (iii) publicly reaffirm such recommendation within three Business Days after a request to do so by Parent or Merger Sub provided that, unless an Acquisition Proposal shall have become false been publicly disclosed, Parent may only make such request once every thirty days. Without limiting the generality of the foregoing, the Company agrees that (x) except in the event of an Adverse Recommendation Change specifically permitted by Section 5.2(b), the Company shall use its commercially reasonable efforts to solicit proxies to obtain the Company Shareholders Approval and (y) its obligations pursuant to this Section 5.2(b) shall not be affected by the commencement, public proposal, public disclosure or misleading. If at any time prior communication to the Effective TimeCompany or any other Person of any Acquisition Proposal or the occurrence of any Adverse Recommendation Change. In the event that Parent, Merger Sub or any information should be discovered by Person listed in Section 320(c) of the ICL casts any party which should be set forth votes in an amendment or supplement respect of the Merger, Parent shall disclose to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, Company its interest in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy StatementShares so voted.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement and the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (UNITED THERAPEUTICS Corp), Merger Agreement (SteadyMed Ltd.)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following On the earlier of (i) three (3) Business Days after a Permitted Assignment has occurred and a written notice of consummation of a Permitted Assignment has been provided to the Company pursuant to Section 8.05 hereof, (ii) three (3) Business Days after Parent has notified the Company in writing that it will not exercise its right to make a Permitted Assignment or (iii) three (3) Business Days after the expiration of the Assignment Period, the Company shall prepare and cause to be filed with the SEC in preliminary form the Proxy Statement; provided that in no event shall the Company be required to file the preliminary Proxy Statement prior to the twelfth (12th) Business Day after the date of this Agreement, . The Company shall promptly notify Parent upon the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting receipt of its shareholders as promptly as practicable following no further any comments from the SEC of or any request from the SEC for amendments or supplements to the Proxy Statement for the purpose Statement, and shall promptly provide Parent with copies of securing all correspondence between the Company Shareholder Approval (such meetingand its Representatives, on the one hand, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to on the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statementhand. The Company shall use its commercially reasonable efforts (with the assistance of Parent) to resolve all (i) respond as promptly as reasonably practicable to any comments of the SEC comments (in consultation with Parent ) with respect to the Proxy Statement, including filing any amendments or supplements to the Proxy Statement as promptly may be required, (ii) have the Proxy Statement cleared by SEC as soon as reasonably practicable after receipt thereof such filing and to (iii) cause the Proxy Statement to be mailed to the holders of Company Common Stock Company’s shareholders as promptly as reasonably practicable after the Proxy Statement is cleared with the SECthereafter. Notwithstanding anything to the contrary stated above, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment to propose comments on such document or response (and the Company shall give good faith consideration to including any such reasonable comments in the Proxy Statement (or any supplement or amendment thereto) or response letter) to the extent permitted by Law.
(b) Parent shall provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments of the SEC or its staff related thereto. Parent will cause the information relating to Parent or Merger Sub supplied by it for inclusion in the Proxy Statement, at the time of the mailing of the Proxy Statement or such response any amendments or supplements thereto, and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parentat the time of the Shareholders Meeting, MergerSub and the Company agree not to correct as soon as reasonably practicable contain any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement 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 were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At In accordance with the Company’s Organizational Documents, the Company Shareholders’ shall, as promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, (i) establish a record date for and give notice of a meeting of its shareholders, for the purpose of voting for the approval of this Agreement (the “Shareholders Meeting”) and (ii) duly call, convene and hold the Shareholders Meeting, each all in compliance with the applicable provisions of Mx. Xxx and Parent shall votethe ICL; provided, that the Company may, and at the request of Parent in the circumstances set forth in following clauses (B) through (D) shall, for up to thirty (30) days (but in any event no later than fifteen (15) Business Days prior to the End Date), postpone or adjourn the Shareholders Meeting only (A) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (B) for the absence of a quorum, (C) to allow additional solicitation of votes in order to obtain the Company Shareholder Approval or (D) as required by Law. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Subsidiaries or its or their respective officers or directors should be discovered by the Company which, pursuant to the Securities Act, Exchange Act or ICL, should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Parent. Each of Parent, Merger Sub and the Company agree to promptly correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall cause all documents that the Company is responsible for filing with the SEC in connection with the Merger to comply as to form in all material respects with the applicable requirements of the Exchange Act and ICL and, as applicable, not to 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 were made, not misleading.
(d) Unless there has occurred a Company Adverse Recommendation Change in accordance with Section 5.02, the Board of Directors of the Company shall make the Company Board Recommendation with respect to the approval of this Agreement, and the Company shall include the Company Board Recommendation in the Proxy Statement and use its Subsidiaries commercially reasonable efforts to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries solicit proxies in favor of the adoption Company Shareholder Approval.
(e) In the event that Parent or any Person listed in Section 320(c) of the ICL casts any votes in respect of the Merger, Parent shall disclose to the Company its interest in the shares of Company Stock so voted. At the Shareholders Meeting, Parent and Merger Sub shall cause any shares of Company Stock owned by them and their Affiliates to be voted in favor of the approval of this Agreement the Merger and the Mergerother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (B. Riley Financial, Inc.), Merger Agreement (Magicjack Vocaltec LTD)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreementhereof, the Company shall prepare (iwith Parent’s reasonable cooperation) prepare and file with the SEC a proxy statement to be sent to the preliminary shareholders of the Company in connection with the Company Shareholder Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement Statement”) and Schedule 13E-3Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such registration statement, which filing shall be no later than 30 days following and any amendments or supplements thereto, the date of this Agreement, (ii) mail to its shareholders “Form S-4”). The Form S-4 and the Proxy Statement a sufficient time prior shall comply as to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply form in all material respects with all legal requirements the applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation provisions of the Proxy Statement. Without limiting the generality of the foregoing, Parent Securities Act and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in and other applicable Law. Each of Parent and the Proxy Statement. The Company shall use its commercially reasonable best efforts to resolve all have the Form S-4 declared effective by the SEC comments (in consultation with as promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. Parent ) with respect to and the Proxy Statement Company shall, as promptly as practicable after receipt thereof thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to cause the Form S-4 and Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with received from the SEC. Notwithstanding anything Parent shall provide the Company with a reasonable opportunity to review and comment on the contrary stated aboveForm S-4, prior to filing or mailing the Proxy Statement (or and any amendment or supplement thereto) or responding , prior to any comments filing such with the SEC, and will promptly provide the Company with a copy of all such filings made with the SEC with respect thereto, the SEC. The Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement, and any amendment or supplement thereto, prior to filing such with the SEC, and will promptly provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Form S-4 or the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by be made without the approval of Parent and MergerSub. Parentthe Company, MergerSub which approval shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Change in the Company agree Recommendation (as defined in Section 6.1(b)), may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to correct a Qualifying Amendment to effect such a Change in the Company Recommendation. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the issuance of Parent Common Stock and the Company shall furnish all information provided concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4, and the Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for use in amendment of the Proxy Statement which shall have become false or misleadingStatement. If at any time prior to the Effective Time, Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by any party Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement so that the Proxy Statement any of 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 the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties party hereto and, to the extent required by applicable Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. .
(b) The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of shareholders of the Company on a date as promptly soon as reasonably practicable following the effectiveness of the Form S-4 (“Company Shareholder Meeting”) for the purpose of obtaining the Company Requisite Vote; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholder Meeting to the extent the Board of Directors of the Company or any committee thereof, after consultation with outside legal counsel, reasonably believes that such delay or postponement is consistent with its fiduciary duties under applicable Law. The Board of Directors of the Company shall recommend adoption of this Agreement by the shareholders of the Company to the effect as set forth in Section 3.3(b) (the “Company Recommendation”), and shall not (x) withdraw, modify or qualify (or publicly propose to withdraw, modify or qualify) in any manner adverse to Parent such recommendation or (y) approve, adopt or recommend any Acquisition Proposal (any action described in clauses (x) or (y) being referred to herein as a “Change in the Company Recommendation”); provided the foregoing shall not prohibit accurate disclosure (and such disclosure shall not be deemed to be a Change in the Company Recommendation) of factual information regarding the business, financial condition or results of operations of Parent or the Company or the fact that an Acquisition Proposal has been made, the identity of the party making such proposal or the material terms of such proposal in the Proxy Statement or otherwise, to the extent the Company in good faith determines that such information, facts, identity or terms is required to be disclosed under applicable Law; provided further, that the Board of Directors of the Company may make a Change in the Company Recommendation pursuant to Section 6.4(d).
(c) The Company and Parent shall coordinate and cooperate in connection with (i) notify Parent and MergerSub the preparation of the receipt of any oral or written comments from the SEC with respect to Form S-4, the Proxy Statement and any request other filings that are required to consummate the Mergers and any related transactions contemplated hereby, (ii) determining whether any action by or in respect of, or filing with, any Governmental Entity is required (or any actions are required to be taken under, or consents, approvals or waivers are required to be obtained from parties to, any Company Material Contracts and Company Benefit Plans) in connection with the SEC for Mergers or the other transactions contemplated by this Agreement, and (iii) using reasonable best efforts to timely take any amendment to such actions (including seeking any such consents, approvals or waivers) or making any such filings or furnishing information required in connection therewith or with the Form S-4, the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the any other hand, with respect to the Proxy Statementfilings.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement and the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Sykes Enterprises Inc), Merger Agreement (Ict Group Inc)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file shall, with the SEC assistance of Parent, prepare the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following file the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub Merger Sub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and MergerSub Merger Sub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders thereof. Each of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub Merger Sub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly soon as reasonably practicable (i) notify Parent and MergerSub Merger Sub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information information.
(b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) provide Parent and MergerSub with copies of all written correspondence between except to the extent that the Company and its RepresentativesBoard shall have effected an Adverse Recommendation Change in accordance with Section 6.4(d), on the one hand, and the SEC, on the other hand, with respect to include in the Proxy Statement.
(c) At Statement the recommendation of the Company Shareholders’ Meeting, each Board that the shareholders of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of the Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries vote in favor of the adoption and approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), additional time is necessary to solicit additional votes or proxies.
Appears in 2 contracts
Samples: Merger Agreement (Stec, Inc.), Merger Agreement (Stec, Inc.)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon Provided there shall not have been an Adverse Recommendation Change specifically permitted by Section 5.3, as reasonably promptly as practicable following after the date of this Agreement, Agreement (and in any event within 20 Business Days after the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(ddate hereof), the Company shall, through shall file the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SECSEC in preliminary form as required by the Exchange Act, and (iii) otherwise comply in shall use all material respects with all legal requirements applicable reasonable efforts to have the Proxy Statement cleared by the SEC. The Company Shareholders Meeting. Parent, MergerSub and shall prepare the Company will cooperate and consult with each other in the preparation initial draft of the Proxy Statement. Without limiting the generality Each of the foregoing, Parent and MergerSub will Merger Sub shall furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use provide Parent and Merger Sub with any comments that may be received from the SEC or its commercially reasonable efforts staff with respect thereto, shall respond promptly to resolve all any such comments made by the SEC comments (in consultation with Parent ) or its staff with respect to the Proxy Statement as promptly as practicable after receipt thereof Statement, and to shall cause the Proxy Statement in definitive form to be mailed to the holders Company’s shareholders at the earliest practicable date. The Proxy Statement shall not, at the time it is first mailed to the Company’s shareholders, at the time of any amendments or supplements thereto and at the time of the Company Common Stock Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement shall comply as promptly as practicable after to form in all material respects with the provisions of the Exchange Act. If at any time prior to obtaining the Company Shareholder Approval, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement is cleared so that such document would not contain 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 that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SECSEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the shareholders of the Company. Notwithstanding anything to the contrary stated aboveforegoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent give Parent, Merger Sub and MergerSub with their counsel a reasonable opportunity to review and comment on the Proxy Statement such document or such response and shall include in such documents give due consideration to all reasonable additions, deletions or response comments reasonably proposed changes suggested thereto by Parent and MergerSub. Parent, MergerSub Merger Sub and their counsel. The letter to shareholders, notice of meeting, proxy statement and form of proxy and any other soliciting material to be distributed to shareholders in connection with the Company agree Merger (including any amendments or supplements) and any schedules required to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by in connection therewith are collectively referred to as the “Proxy Statement.”
(b) As promptly as practicable after the date hereof (and, in any event, no later than the 10th Business Day hereafter), the Company shall, in consultation with Parent, mail “broker search cards” with respect to the shareholders of the CompanyCompany Shareholders Meeting. The Company Provided there shall not have been an Adverse Recommendation Change specifically permitted by Section 5.3, as promptly as practicable after the date hereof, the Company shall, in consultation with Parent, duly call and establish a record date for a special meeting of its shareholders (ithe “Company Shareholders Meeting”) notify Parent and MergerSub to be held solely for the purpose of obtaining the receipt of any oral or written comments from the SEC with respect to Company Shareholder Approval. Provided there shall not have been an Adverse Recommendation Change specifically permitted by Section 5.3, as promptly as practicable after the Proxy Statement and any request is cleared by the SEC for any amendment mailing to the Proxy Statement Company’s shareholders, the Company shall give notice of, convene and hold the Company Shareholders Meeting. The Company may postpone or adjourn the Company Shareholders Meeting from its originally noticed date for a reasonable period (i) in order to solicit additional information and proxies so as to establish a quorum or (ii) provide Parent to allow time for the filing and MergerSub with copies dissemination of all written correspondence between any supplemental or amended disclosure documents which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary to be filed and disseminated under applicable Laws. Except in the case of an Adverse Recommendation Change specifically permitted by Section 5.3, the Company, through the Company Board, shall (A) recommend to its Representativesshareholders that they approve this Agreement, on the one hand, Merger and the SEC, on the other hand, with respect to transactions contemplated hereby and (B) include such recommendation in the Proxy Statement.
(c) At . Without limiting the generality of the foregoing, the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause agrees that its Subsidiaries obligations pursuant to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval first three sentences of this Agreement and paragraph (b) shall not be affected by the Mergercommencement, public proposal, public disclosure or communication to the Company or any other Person of any Acquisition Proposal.
Appears in 2 contracts
Samples: Merger Agreement (Southeastern Grocers, LLC), Merger Agreement (Winn Dixie Stores Inc)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon In the event that Section 302A.621 of the MBCA is unavailable and inapplicable to effectuate the Merger, as promptly as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d)Acceptance Time, the Company shall, through with the Company Boardassistance and approval (not to be unreasonably withheld, advise and recommend to its shareholders the approval conditioned or delayed) of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secureParent, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable best efforts to resolve all SEC comments (in consultation with Parent ) with respect to clear the preliminary Proxy Statement with the SEC as promptly as practicable after receipt thereof and to such filing. The Company shall cause the Proxy Statement to be mailed to the holders of Company Common Stock Company’s shareholders as promptly as practicable after the Proxy Statement is has been cleared with the SEC. Notwithstanding anything No filing of, or amendment or supplement to, or correspondence to the contrary stated above, prior SEC or its staff with respect to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of will be made by the SEC with respect theretoCompany, the Company shall provide without providing Parent and MergerSub with Merger Sub a reasonable opportunity to review and comment on thereon (and the Company shall give reasonable consideration to all additions, deletions, changes or other comments suggested by Parent, Merger Sub or their counsel). The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or such response comments thereon and shall include in such documents responses thereto or response comments reasonably proposed requests by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it SEC for use in the Proxy Statement which shall have become false or misleadingadditional information. If at any time prior to the Effective Time, Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by any party which the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and and, to the extent required by Law, disseminated by the Company to the shareholders of the Company. The Company shall .
(b) In the event that Section 302A.621 of the MBCA is unavailable and inapplicable to effectuate the Merger, as promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Company Board, shall (i) notify Parent take all action necessary to duly call, give notice of, convene and MergerSub hold a meeting of its shareholders for the receipt purpose of any oral or written comments from seeking to obtain the SEC with respect to Company Shareholder Approval (the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information “Company Shareholders Meeting”) and (ii) provide Parent and MergerSub with copies of all written correspondence between except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.4, solicit the Company Shareholder Approval and its Representatives, on the one hand, and the SEC, on the other hand, with respect to include in the Proxy Statement.
(c) At Statement the recommendation of the Company Shareholders’ Meeting, each Board that the shareholders of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of the Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries vote in favor of the adoption and approval of this Agreement and the Merger. Each of Parent and Merger Sub shall vote all Shares acquired in the Offer (and all Shares otherwise beneficially owned by them or any of their Subsidiaries as of the applicable record date) in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable Law at the Company Shareholders Meeting. Parent shall vote, or cause to be voted, all of the shares of capital stock of Merger Sub in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Trustco Holdings, Inc.), Merger Agreement (Health Fitness Corp /MN/)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable Promptly following the date of this Agreement, the Company shall prepare a proxy statement relating to the Shareholders Meeting (i) the "Proxy Statement"), and the Company shall prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders Commission the Proxy Statement a sufficient time prior to Statement. Parent will cooperate with the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement in connection with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy StatementStatement including, but not limited to, furnishing to the Company any and all information regarding Parent and Purchaser and their affiliates as may be required to be disclosed therein. Without limiting The information provided and to be provided by Parent and the generality Company, respectively, for use in the Proxy Statement shall, at the date it is first mailed to the Company's shareholders and on the date of the foregoingShareholders Meeting referred to below, be true and correct in all material respects and shall not omit to state any material fact required to be stated therein or necessary in order to make the statements in such information, in light of the circumstances under which they are made, not misleading, and the Company and Parent each agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect.
(b) The Company will as promptly as practicable notify Parent of (i) the receipt of any comments from the Commission and MergerSub (ii) any request by the Commission for any amendment to the Proxy Statement or for additional information. All filings by the Company with the Commission, including the Proxy Statement and any amendment thereto, and all mailings to the Company's shareholders in connection with the Merger, including the Proxy Statement, shall be subject to a reasonable opportunity to review and comment thereon and receipt of approval by Parent (such approval not to be unreasonably withheld or delayed). Parent will furnish as soon as reasonably practicable to the Company the information relating to it and its affiliates, including Purchaser, the financing for the transactions contemplated by this Agreement and the Shareholders Agreement and any other matters required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. .
(c) The Company shall use its commercially reasonable efforts to resolve all SEC comments will: (in consultation with Parent i) with respect to the Proxy Statement as promptly as practicable after receipt thereof following the date of this Agreement, duly call, give notice of, convene and to cause hold a meeting of its shareholders (the Proxy Statement to be mailed to "Shareholders Meeting") for the holders purpose of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub approving this Agreement and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, transactions contemplated hereby to the extent required by applicable Lawthe MBCL and the Company's Restated Articles of Incorporation; and (ii) through its Board of Directors, an appropriate amendment recommend to its shareholders approval of the foregoing matters; provided; however that the Board of Directors may fail to make or supplement describing withdraw such information shall be promptly filed by recommendation, but only if the Board of Directors of the Company with shall have concluded in good faith on the SEC and disseminated by basis of written advice from outside counsel that such action is required to prevent the Board of Directors of the Company from breaching its fiduciary duties to the shareholders of the CompanyCompany under applicable law. The Company shall as promptly as practicable (i) notify Parent and MergerSub Any such recommendation, together with a copy of the receipt of any oral or written comments from the SEC with respect opinion referred to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representativesin Section 3.22, on the one hand, and the SEC, on the other hand, with respect to shall be included in the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement and the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Salton Maxim Housewares Inc), Merger Agreement (Toastmaster Inc)
Preparation of Proxy Statement; Shareholders Meeting. (a) As The Company shall, as soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders Commission the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which in preliminary form (provided that Parent and its counsel shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a given reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parentprior to its filing with the Commission), MergerSub and the Company agree shall use its best efforts to correct respond as soon promptly as reasonably practicable to any information provided comments of the Commission with respect thereto. The Company shall notify Parent promptly of the receipt of any comments from the Commission or its staff and of any request by it the Commission or its staff for use in amendments or supplements to the Proxy Statement which or for additional information and shall have become false supply Parent with copies of all correspondence between the Company or misleadingany of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Effective Time, Requisite Shareholder Approval there shall occur any information should be discovered by any party which event that should be set forth in an amendment or supplement to the Proxy Statement so that Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall use reasonable efforts to cause the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary be mailed to make the statements therein, in Company's shareholders as promptly as practicable after filing with the light Commission. Subject to the fiduciary duties under applicable law of the circumstances under which they were madeCompany's Board of Directors, not misleading(i) the Proxy Statement shall contain the recommendation of the Company's Board of Directors, acting upon the party which discovers such information shall promptly notify recommendation of the other parties hereto andIndependent Committee, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to that the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent vote to adopt and MergerSub of approve this Agreement and the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information Merger and (ii) provide if requested to do so by Parent at any time prior to the Shareholders Meeting and MergerSub subject to compliance with copies their fiduciary duties under applicable law, if there shall have been publicly announced an alternative Acquisition Proposal (as hereinafter defined), the Company's Board of all written correspondence between Directors, acting upon the recommendation of the Independent Committee, shall within a reasonable period of time following such request (and prior to the Shareholders Meeting) publicly reaffirm such recommendation and shall publicly announce that it is not recommending that the shareholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Shareholders Meeting.
(b) The Company shall, as soon as practicable following the date of execution of this Agreement, duly call, give notice of, convene and its Representatives, on hold a Shareholders Meeting for the one hand, purpose of seeking the shareholder approval of this Agreement and the SECMerger. Subject to compliance with their fiduciary duties under applicable law, on the other handCompany's Board of Directors, with respect acting upon the recommendation of the Independent Committee, shall recommend to its shareholders that they adopt and approve this Agreement and the Merger. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the Proxy Statementfirst sentence of this Section 5.2(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, any and all shares of Company Common Stock Beneficially beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries or Acquisition Sub to be voted in favor of the adoption and approval of this Agreement and the Merger.
Appears in 1 contract
Samples: Merger Agreement (Ecometry Corp)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file the Proxy Statement with the SEC to be sent to the preliminary Proxy Statement Company’s shareholders relating to the special meeting of the Company’s shareholders (the “Company Shareholders Meeting”) to be held to obtain the Company Shareholder Approval, the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and Schedule 13E-3, which filing shall be no later than 30 days following a vote to approve the date adjournment of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after if necessary or appropriate, to solicit additional proxies and votes if there are insufficient votes at the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to time of the Company Shareholders MeetingMeeting to obtain the Company Shareholder Approval (it being agreed that such special meeting may be a virtual special meeting held in accordance with applicable Law), which shall contain a statement in accordance with the Washington Act regarding dissenters’ rights under the Washington Act. Parent, MergerSub Merger Sub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and MergerSub Merger Sub will furnish as soon as reasonably practicable to the Company the such information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement or that is otherwise reasonably requested by the Company in the Proxy Statement. .
(b) The Company shall use its commercially reasonable efforts to resolve all SEC shall, as promptly as practicable after the receipt thereof, provide Parent with copies of any written comments (in consultation with and advise Parent ) of any oral comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and received by the Company from the SEC or its staff, including any request from the SEC or its staff for amendments or supplements to cause the Proxy Statement to be mailed to Statement, and shall provide Parent with copies of all correspondence between it and its Representatives, on the holders of Company Common Stock as promptly as practicable after one hand, and the Proxy Statement is cleared with SEC and its staff, on the SECother hand. Notwithstanding anything to the contrary stated aboveforegoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and MergerSub with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall give due consideration to including in such document or response any comments reasonably proposed by Parent. The Company shall use reasonable best efforts to take any other action required to be taken under the Securities Act, the Exchange Act, the Washington Act, the listing rules of the New York Stock Exchange and any other applicable Law in connection with the filing and distribution of the Proxy Statement and the solicitation of proxies from shareholders of the Company.
(c) Parent, upon reasonable request, shall use reasonable best efforts to furnish to the Company all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable party) equity holders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of the Company or its Subsidiaries to the New York Stock Exchange or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby.
(d) In consultation with Parent, the Company will set a record date for the Company Shareholders Meeting and commence broker searches pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable after the date the SEC advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. As promptly as reasonably practicable and in no event later than forty-five (45) days after (i) the tenth (10th) calendar day after the initial preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Company that it intends to review the Proxy Statement or such response (ii) if the SEC has, by the tenth (10th) calendar day after the initial preliminary Proxy Statement therefor has been filed with the SEC, informed the Company that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement, the Company shall duly hold the Company Shareholders Meeting, duly called, noticed and convened, solely for the purpose of obtaining the Company Shareholder Approval, the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, and a vote to approve the adjournment of the Company Shareholders Meeting, if necessary or appropriate, to solicit additional proxies and votes if there are insufficient votes at the time of the Company Shareholders Meeting to obtain the Company Shareholder Approval. Unless this Agreement has been terminated pursuant to Section 7.1, the Company’s obligation to call, give notice of, convene and hold the Company Shareholders Meeting in accordance with this Section 5.5(d) shall not be affected (subject to Section 5.5(e) below) and shall include apply notwithstanding the commencement, disclosure, announcement or submission of any Acquisition Proposal to the Company, the Company Board, its Representatives or the shareholders of the Company, or any Adverse Recommendation Change, and shall not submit to the vote of its shareholders any Acquisition Proposal other than this Agreement, the Merger and the transactions contemplated hereby prior to the termination of this Agreement under Section 7.1; provided, that in the event that an Adverse Recommendation Change has been made and this Agreement has not been terminated, nothing in this sentence or this Section 5.5(d) shall require the Company to take any actions to solicit any proxies or votes to obtain the Company Shareholder Approval, other than mailing the Proxy Statement to the Company’s shareholders and the collection of such documents votes. Subject to Section 5.4(c) and Section 5.4(d), the Company shall use its reasonable best efforts to take, or response comments cause to be taken, all actions, and do or cause to be done all things, reasonably proposed necessary, proper or advisable on its part to obtain the Company Shareholder Approval, the advisory vote required by Parent and MergerSub. Rule 14a-21(c) under the Exchange Act in connection therewith and, if requested by Parent, MergerSub and the approval of any adjournment or postponement thereof.
(e) The Company may adjourn the Company agree Shareholders Meeting (i) with the consent of Parent, (ii) if, on a date for which the Company Shareholders Meeting is scheduled, a quorum is not present or the Company has not received proxies representing a number of Shares sufficient to correct obtain the Company Shareholder Approval, solely for the purpose of soliciting additional proxies and votes in favor of the Company Shareholder Approval (which adjournments shall be for the minimum time, in the reasonable judgment of the Company, as soon as is reasonably practicable necessary to obtain such additional proxies and votes required to obtain the Company Shareholder Approval), or (iii) if the failure to adjourn the Company Shareholders Meeting would, in the good faith opinion of the Company Board, after consultation with outside legal counsel, reasonably be expected to be a violation of applicable Law, or be required for the distribution of any information provided by it for use in required supplement or amendment to the Proxy Statement which shall have become false failure to supplement or misleading. If at any time prior to the Effective Time, any information should amend would be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company inconsistent with the SEC and disseminated by the Company its fiduciary duties to the shareholders of the CompanyCompany under applicable Law, and then only for the minimum time that the Company Board has determined in good faith after consultation with outside legal counsel is reasonably necessary to comply with applicable Law or give the shareholders of the Company the required time to evaluate any applicable information or disclosure. If requested by Parent, the Company shall adjourn the Company Shareholders Meeting (for a period of up to ten (10) Business Days (provided, that Parent shall only make up to one (1) such request, and no such request for an adjournment shall be permitted if it would require a change in the record date for the Company Shareholders Meeting) if, on a date for which the Company Shareholders Meeting is scheduled, a quorum is not present or the Company has not received proxies representing a number of Shares sufficient to obtain the Company Shareholder Approval, for the purpose of soliciting additional proxies and votes in favor of the Company Shareholder Approval). The Company shall as promptly as practicable (i) notify keep Parent and MergerSub of the receipt of any oral or written comments from the SEC reasonably informed with respect to the Proxy Statement number of proxies received and any request by the SEC for any amendment its preliminary vote tabulation prior to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy StatementShareholders Meeting.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement and the Merger.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but not later than sixty (60) days after the Company, acting through the Company Board, shall in accordance with applicable Lawdate hereof, the Company Chartershall prepare a preliminary proxy statement relating to the meeting of the Company’s shareholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s shareholders, the “Proxy Statement”) and file the Proxy Statement with the Commission. The Proxy Statement shall include a recommendation of the Board (the “Company Board Recommendation”) that its shareholders vote in favor of the Merger and this Agreement (subject to Section 5.6). Subject to Section 5.4(c), the Company shall use its commercially reasonable efforts to have the Proxy Statement cleared by the Commission as promptly as practicable after such filing. Subject to Section 5.4(c), the Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable and, in any event, within five (5) Business Days after the Proxy Statement is cleared by the Commission.
(a) If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall prepare and file with the Commission such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company Bylaws: shall notify Parent of the receipt of any comments of the Commission with respect to the Proxy Statement and of any requests by the Commission for any amendment or supplement thereto or of additional requests by the Commission for any amendment or supplement thereto or for additional information, and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the Commission with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by, and replies to comments of, the Commission before their being filed with, or sent to, the Commission. Each of the Company, Parent and Sub shall use its commercially reasonable efforts after consultation with the other Parties, to respond promptly to all such comments of and requests by the Commission.
(b) Subject to the last sentence of this Section 5.4(c), the Company shall, as soon as reasonably practicable after the date hereof (i) take all steps necessary to duly call, give notice of, convene and hold a special meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger RecommendationSpecial Meeting”) to consider and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of vote upon the adoption and approval of this Agreement and the Merger, (ii) distribute to its shareholders the Proxy Statement in accordance with applicable federal and state law and with its Certificate of Incorporation and By-laws, (iii) subject to the fiduciary duties of its Board, recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby and (iv) cooperate and consult with Parent with respect to each of the foregoing matters. The Special Meeting shall be held not later than thirty (30) Business Days after the Proxy Statement is cleared by the Commission. Notwithstanding anything herein to the contrary, if the Board withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing, (i) the Company shall not be obligated to call, give notice of, convene and hold the Special Meeting and (ii) the Company shall not be required to take any of the other actions set forth in Sections 5.4(a), 5.4(b) and 5.4(c).
Appears in 1 contract
Samples: Merger Agreement (Agl Resources Inc)
Preparation of Proxy Statement; Shareholders Meeting. (a) As Except as otherwise provided in Section 6.01(b), the Company shall, as soon as reasonably practicable following the date expiration of this Agreementthe Offer, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, acting through Parent and Sub shall use their best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent 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 Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company Boardor any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in accordance with applicable Lawan amendment or supplement to the Proxy Statement, the Company Chartershall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its best efforts to cause the Proxy Statement in definitive form to be mailed to the Company's shareholders as promptly as practicable after filing with the SEC.
(b) The Company shall, as soon as practicable following the acceptance for payment and purchase of the Company Bylaws: (i) shares of Common Stock by Sub pursuant to the Offer and, if later, the expiration of any subsequent offer period under Section 1.01(a), duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from (the SEC of the Proxy Statement "COMPANY SHAREHOLDERS MEETING") for the purpose of securing seeking the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except Approval. Subject to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(dSection 5.02(b), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, that they give the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable the Company agrees that its obligations pursuant to the first sentence of this
Section 6.01 (b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding the information relating to it required by foregoing, if Sub or any other subsidiary of Parent shall acquire at least 80% of the Exchange Act outstanding shares of each series of Company Capital Stock, the parties shall, at the request of Parent, take all necessary and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and appropriate action to cause the Proxy Statement Merger to be mailed to the holders of Company Common Stock become effective as promptly soon as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments expiration of the SEC Offer without a shareholders meeting in accordance with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light Section 607.1104 of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy StatementBCA.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially purchased pursuant to the Offer and all other shares of Company Common Stock owned by each Parent, Sub or any other subsidiary of Mx. Xxx, Parent and Parent’s Subsidiaries to be voted in favor of the adoption and approval of this Agreement and the MergerAgreement.
Appears in 1 contract
Samples: Merger Agreement (Technisource Inc)
Preparation of Proxy Statement; Shareholders Meeting. (a) As The Company shall, as soon as reasonably practicable following the date execution of this Agreement, prepare and file with the CompanySEC the Proxy Statement in preliminary form, acting through and each of the Company Boardand Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent 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 Proxy Statement or for additional information and shall supply Parent 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 Proxy Statement. Parent shall provide promptly any information or responses to comments, or other assistance, reasonably requested in accordance connection with applicable Lawthe foregoing. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company Chartershall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall afford Parent the opportunity to comment upon, and shall accept all reasonable comments to, the Proxy Statement and any amendment or supplement thereto. The Company Bylaws: shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after filing with the SEC.
(ib) The Company shall, as soon as practicable following the execution of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from (the SEC of the Proxy Statement "COMPANY SHAREHOLDERS MEETING") for the purpose of securing seeking the Company Shareholder Approval (Approval. Each of the parties shall use its respective reasonable best efforts to take such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except steps as are necessary to the extent that hold the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with 44 40 Shareholders Meeting within 120 days of the terms date of Section 7.03(d), the this Agreement. The Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, that they give the Company Shareholder Approval.
Approval (b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail subject to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy StatementSection 5.02(b)). Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable the Company agrees that its obligations pursuant to the first two sentences of this Section 6.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy StatementTakeover Proposal.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement and the Merger.
Appears in 1 contract
Samples: Merger Agreement (Ralston Purina Co)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following (but no later than 20 days) after the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date execution of this Agreement, the Company shall prepare a proxy statement in preliminary form for the Shareholders Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) and, after consultation with, and approval by, Parent (which shall not be unreasonably withheld or delayed), file the preliminary Proxy Statement with the SEC. The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall (i) prepare use commercially reasonable efforts to obtain and file with furnish the information required to be included by the SEC in the Proxy Statement, and respond, after consultation with Parent, promptly to any comments made by the SEC with respect to the Proxy Statement, and (ii) promptly upon the earlier of (A) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and Schedule 13E-3(B) the conclusion of any SEC review of the preliminary Proxy Statement, which filing cause the definitive Proxy Statement to be mailed to the Company’s shareholders and, if necessary, after the definitive Proxy Statement shall be no later than 30 days following have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies. The Company shall notify Parent promptly upon the date receipt of this Agreement, (ii) mail any comments from the SEC or its staff of any request by the SEC or its staff for amendments or supplements to its shareholders the Proxy Statement a sufficient time prior to and shall provide Parent with copies of all correspondence between the Company Shareholders Meetingor any of its Representatives, which shall be held no later than 60 days after on the date that the Company is able to file its definitive Proxy Statement with the SECone hand, and (iii) otherwise comply in all material respects the SEC or its staff, on the other hand, with all legal requirements applicable respect to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent shall cooperate with the Company in connection with the preparation and MergerSub will furnish as soon as reasonably practicable filing of the Proxy Statement, including promptly furnishing to the Company the in writing upon request any and all information relating to it the Parent Parties and their respective Affiliates as may be required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy StatementStatement under applicable Law. The Proxy Statement shall contain the Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect Board Recommendation, except to the Proxy Statement as promptly as practicable after receipt thereof and to cause extent that the Proxy Statement to be mailed Company Board shall have effected a Change in Recommendation, to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SECextent permitted by Section 5.2. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) ), or responding to any comments of the SEC or its staff with respect thereto, the Company shall (x) provide Parent and MergerSub its legal counsel with a reasonable opportunity to review and comment on the Proxy Statement or such response (including the proposed final version of the final Proxy Statement or comments) and (v) shall include consider Parent’s comments in such documents or response comments reasonably proposed good faith.
(b) If prior to the Effective Time any change occurs with respect to information supplied by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it or its Affiliates for use inclusion in the Proxy Statement which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall have become false promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or misleadingsupplement to the Proxy Statement, and as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 5.3(b) shall limit the obligations of any party under Section 5.3(a).
(c) If at any time prior to the Effective TimeTime any event occurs with respect to any Acquired Company, or any change occurs with respect to other information should supplied by the Company for inclusion in the Proxy Statement, which is required to be discovered by any party which should be set forth described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify Parent of such event, and the Company shall as promptly as practicable file any necessary amendment or supplement to the Proxy Statement so that with the SEC and, as required by Law, disseminate the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 5.3(c) shall limit the obligations of any party under Section 5.3(a).
(d) As promptly as reasonably practicable following the clearance of the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make by the statements thereinSEC, the Company shall, in accordance with applicable Law and the light of the circumstances under which they were madeCompany’s Organizational Documents, not misleadingduly call, the party which discovers such information shall promptly notify the other parties hereto andgive notice of, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC convene and disseminated by the Company to the shareholders hold a special meeting of the Company. The Company shall as promptly as practicable ’s shareholders (including any adjournments and postponements thereof, the “Shareholders Meeting”) for the purpose of (i) notify Parent obtaining the Company Shareholder Approval and MergerSub (ii) in accordance with Section 14A of the receipt Exchange Act and the applicable rules and regulations issued thereunder, seeking advisory approval of any oral or written comments from the SEC with respect a proposal to the Proxy Statement and Company’s shareholders for a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the completion of the Mergers; provided that notwithstanding anything else to the contrary herein, that the Company may postpone or adjourn the Shareholders Meeting after consultation with Parent (A) with the consent of Parent, (B) for the absence of a quorum, (C) to ensure that any request by the SEC for any required supplement or amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect is provided to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares holders of Company Common Stock Beneficially owned by each Shares within a reasonable amount of Mxtime in advance of the Shareholders Meeting, or (D) to allow additional solicitation of votes in order to obtain the Company Shareholder Approval; provided that, in the case of clause (B) and this clause (D), without the written consent of Parent, in no event shall the Shareholders Meeting (as so postponed or adjourned) be held on a date that is more than 30 days after the date for which the Shareholders Meeting was originally scheduled. XxxUnless the Company Board has withdrawn the Company Board Recommendation in compliance with Section 5.2, Parent and Parent’s Subsidiaries the Company, through the Company Board, shall recommend to holders of the Company Capital Shares that they vote in favor of the adoption and approval of this Agreement and approve the MergerMergers and the Transactions so that the Company may obtain the Company Shareholder Approval and the Company shall use its commercially reasonable efforts to solicit the Company Shareholder Approval (including by soliciting proxies from the Company’s shareholders) and shall take all other action necessary or advisable to secure the Company Shareholder Approval. The Company shall keep Parent reasonably informed with respect to proxy solicitation results as reasonably requested by Parent. In furtherance of Section 5.2(h), unless this Agreement is terminated in accordance with Section 7.1(h), (x) the Company shall not submit to the vote of its shareholders any Acquisition Proposal and (y) the obligation of the Company to duly call, give notice of, convene and hold the Shareholders Meeting and mail the Proxy Statement (and any amendment or supplement thereto that may be required by Law) to the Company’s shareholders shall not be affected by a Change in Recommendation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Condor Hospitality Trust, Inc.)
Preparation of Proxy Statement; Shareholders Meeting. (a) As Each of the Company, Sub and JGM shall as soon as reasonably practicable following the date hereof prepare and file with the SEC the Schedule 13E-3 and the Company shall as soon as practicable following the date hereof prepare and file with the SEC the Proxy Statement in preliminary form, and each of this Agreement, the Company and Sub shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of the Company, acting through Sub and JGM shall notify the others 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 Schedule 13E-3 and the Proxy Statement or for additional information and shall supply the others with copies of all correspondence between it or him, as the case may be, or any of its or his, as the case may be, representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Schedule 13E-3 and the Proxy Statement, as applicable. If at any time prior to receipt of the Company Board, Shareholder Approval there shall occur any event that should be set forth in accordance with applicable Lawan amendment or supplement to the Proxy Statement, the Company Chartershall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall not mail any Proxy Statement, and or any amendment or supplement thereto, to which Sub reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after filing with the SEC.
(b) The Company Bylaws: (i) shall as soon as practicable following the date hereof, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from (the SEC of the Proxy Statement "Company Shareholders Meeting") for the purpose of securing seeking the approval by the holders of Company Common Stock of the Plan of Merger, this Agreement, the Merger and the ILFC Amendment. For the avoidance of doubt, (i) the Company Shareholder Approval (such meetingmay satisfy its obligations under this Section 6.01(b) by presenting the Plan of Merger, and any postponement or adjournment thereofthis Agreement, the “Merger and the ILFC Amendment to the requisite holders of shares of Company Shareholders Meeting”), Capital Stock at an annual meeting which was previously adjourned and (ii) except the Company may present such matters as a single proposal or as proposals which are conditioned on each other. The Proxy Statement shall include a description of the recommendations referred to in Section 3.03(b), and neither the extent Company Board nor any committee thereof shall withdraw or modify, or propose to withdraw or modify such recommendations or related approval; provided, however, that the Company Board has effected or effects a Company Adverse Recommendation Change the Special Committee may determine not to make such recommendations or to withdraw or modify such recommendations if the Special Committee determines in accordance good faith, after consulting with and based on the terms advice of Section 7.03(d)outside legal counsel, that such recommendations would be inconsistent with its fiduciary duties to the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement (other than Sub and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(bJGM) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements under applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statementlaw. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable the Company agrees that its obligations pursuant to the Company the information relating to it required first sentence of this Section 6.01(b) shall not be affected by the Exchange Act and withdrawal or modification by either the rules and regulations promulgated thereunder to be set forth in Company Board or the Proxy Statement. The Company shall use Special Committee of its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing approval or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments recommendation of the SEC with respect theretoPlan of Merger, this Agreement, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on Merger or the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy StatementILFC Amendment.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent Sub shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each it and all of Mx. Xxxits affiliates (other than the Company, Parent the Company Subsidiaries and Parent’s Subsidiaries the Excluded Affiliates) to be voted in favor of the adoption and approval of the Plan of Merger, this Agreement Agreement, the Merger and the MergerILFC Amendment.
Appears in 1 contract
Samples: Merger Agreement (Amtran Inc)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following the date hereof, WinFirst shall prepare the proxy statement of this Agreement, WinFirst for the Company, acting through the Company Board, shall in accordance with applicable Law, the Company CharterWinFirst Shareholder Meeting (such proxy statement, and the Company Bylaws: (i) duly callall amendments, give notice ofsupplements, convene annexes and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereofexhibits thereto, the “Company Shareholders MeetingProxy Statement”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change be mailed to WinFirst shareholders in accordance connection with the terms of Section 7.03(d), Required WinFirst Vote. Summit shall have the Company shall, through the Company Board, advise and recommend right to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate review and consult with each other in the preparation WinFirst and WinFirst shall reasonably consider such information and any characterization of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the such information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth included in the Proxy Statement. The Company Each Party shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to cooperate and provide the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub other Party with a reasonable opportunity to review and comment on any proposed amendment or supplement to the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleadingStatement. If at any time prior to the Effective Time, Time any information relating to either of the Parties, or their respective affiliates, officers or directors, should be discovered by any party which either Party that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement 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 the light of the circumstances under which they were made, not misleading, the party which Party that discovers such information shall promptly notify and consult with the other parties Party hereto and, to the extent required by applicable Lawlaw, rules or regulations, shall cooperate with the other Party (including giving due consideration to the comments received from the other Party) to provide that an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of WinFirst.
(b) WinFirst and the Company. The Company WinFirst Board shall as promptly as practicable (i) notify Parent and MergerSub take all action in accordance with the laws of the receipt Commonwealth of any oral or written comments from Kentucky and the SEC with respect WinFirst Charter and bylaws necessary to (A) call and give notice of a special meeting of its shareholders (the “WinFirst Shareholder Meeting”) for the purpose of obtaining the Required WinFirst Vote within fifteen (15) days following the date of this Agreement and (B) schedule the WinFirst Shareholder Meeting to take place on a date that is no less than thirty (30) days following the date of when notice of the WinFirst Shareholder Meeting has been given; (ii) subject to the terms of Section 6.2, use its commercially reasonable best efforts to (x) cause the WinFirst Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the Required WinFirst Vote (and not impose a requirement that holders of more than the minimum required percentage (as set forth in the laws of the Commonwealth of Kentucky) of the shares of WinFirst Common Stock entitled to vote to approve and adopt this Agreement; and (iii) subject to the terms of Section 6.2, include in the Proxy Statement and any request at all other times the recommendation that the WinFirst shareholders approve this Agreement and the Merger (the “WinFirst Board Recommendation”). WinFirst shall adjourn or postpone the WinFirst Shareholder Meeting as of the time for which such meeting is originally scheduled if there are insufficient shares of WinFirst Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the SEC for any amendment business of such meeting, or if on the date of such meeting WinFirst has not received proxies representing a sufficient number of shares necessary to obtain the Required WinFirst Vote. Notwithstanding anything to the Proxy Statement or contrary herein, unless this Agreement has been terminated in accordance with its terms, the WinFirst Shareholder Meeting shall be convened and this Agreement shall be submitted to the shareholders of WinFirst at the WinFirst Shareholder Meeting, for additional information and (ii) provide Parent and MergerSub with copies the purpose of all written correspondence between the Company and its Representatives, voting on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement and the Mergerother matters contemplated hereby.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall and in accordance with applicable Law, the Company Charter, and the Company Bylaws: any event within twelve (i12) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable Business Days following the date of this Agreement, the Company shall (i) prepare and file cause to be filed with the SEC the in preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in form the Proxy Statement. The Company shall use promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall promptly provide Parent with copies of all correspondence between the Company and its commercially reasonable efforts Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall (with the assistance of Parent) (i) respond as promptly as reasonably practicable to resolve all any comments of the SEC comments (in consultation with Parent ) or the staff of the SEC with respect to the Proxy Statement, including filing any amendments or supplements to the Proxy Statement as promptly may be required, and (ii) use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon as reasonably practicable after receipt thereof such filing, and to (iii) cause the Proxy Statement to be filed in definitive form and mailed to the holders of Company Common Stock Company’s shareholders as promptly as reasonably practicable after the Proxy Statement is cleared with the SECthereafter. Notwithstanding anything to the contrary stated above, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment to propose comments on such document or response (and the Company shall give good faith consideration to including any such reasonable comments in the Proxy Statement (or any supplement or amendment thereto) or response letter).
(b) Parent shall use its commercially reasonable efforts to provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments of the SEC or its staff related thereto. Parent will cause the information relating to Parent or Merger Sub supplied by it in writing expressly for inclusion in the Proxy Statement, at the time of the filing or mailing of the Proxy Statement or such response any amendments or supplements thereto, and shall include at the time of the Shareholders Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in such documents or response comments reasonably proposed by Parent and MergerSub. Parentorder to make the statements therein, MergerSub in the light of the circumstances under which they were made, not misleading.
(c) In accordance with applicable Law and the Company’s Organizational Documents, the Company agree to correct shall, as soon promptly as reasonably practicable any information provided by it for use in practicable, subject to the clearance of the Proxy Statement which by the SEC, (i) establish a record date for and give notice of a meeting of its shareholders, for the purpose of voting for the approval of this Agreement (the “Shareholders Meeting”) and (ii) duly call, convene, and hold the Shareholders Meeting; provided, however, that (i) such meeting shall have become false occur prior to the End Date and (ii) in no event shall such meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company’s shareholders; provided, further, that the Company may postpone or misleadingadjourn the Shareholders Meeting (for a period of not more than thirty (30) calendar days, individually or in the aggregate, but not past two (2) Business Days prior to the End Date) only (A) with the written consent of Parent, (B) for the absence of a quorum, (C) to allow additional solicitation of votes in order to obtain the Company Shareholder Approval, or (D) as required by Law. Once the Company has established a record date for the Shareholders Meeting, the Company shall not change such record date or establish a different record date for the Shareholders Meeting without the prior written consent of Parent. If the record date for the Shareholders Meeting is changed, the Company shall, as to that record date, comply with each of its obligations under this Section 5.03. If at any time prior to the Effective TimeTime any event or circumstance relating to the Company or Parent or any of their respective Subsidiaries, any information officers or directors should be discovered by any party which should the Company or Parent which, pursuant to the Securities Act or Exchange Act, is required to be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a 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 were made, not misleading, the Party that discovers such information shall promptly inform the other Party and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement to the shareholders of the Company. Each of Parent and the Company agree (and Parent agrees to cause Merger Sub) to promptly correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. Each of the Company and Parent shall cause all documents that such Party is responsible for filing with the SEC in connection with the Merger to comply as to form in all material respects with the applicable requirements of the Exchange Act and, as applicable, not to 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 were made, not misleading.
(d) Unless there has occurred a Company Adverse Recommendation Change in accordance with Section 5.02(e), the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by Board of Directors of the Company with the SEC and disseminated by shall make the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC Board Recommendation with respect to the approval of this Agreement, and the Company shall include the Company Board Recommendation in the Proxy Statement and any request by use its reasonable best efforts to solicit proxies in favor of the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Company Shareholder Approval. Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent Merger Sub shall vote, and Parent shall cause its Subsidiaries to vote, vote all shares of Company Common Stock Beneficially owned held by each of Mx. Xxx, Parent and Parent’s Subsidiaries them in favor of the adoption and approval of this Agreement and the MergerAgreement.
Appears in 1 contract
Samples: Merger Agreement (Ixia)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following the date of this Agreementhereof, the Company, acting through the Company Boardin cooperation with Parent, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file cause to be filed with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail proxy materials in compliance as to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply form in all material respects with all legal requirements applicable to Applicable Law, including the Company Shareholders Meeting. Parent, MergerSub provisions of the Securities Act and the Company will cooperate and consult with each other in the preparation of Exchange Act, that shall constitute the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable If at any time prior to the Company the information Shareholder Meeting any fact or event relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to Parent or Merger Sub or any of their Affiliates which should be set forth in a supplement to the Proxy StatementStatement should be discovered by Parent or Merger Sub or should occur, Parent and Merger Sub shall, promptly after becoming aware thereof, inform the Company of such fact or event. If at any time prior to the Company Shareholder Meeting any fact or event relating to the Company or any of its Affiliates which should be set forth in a supplement to the Proxy Statement should be discovered by the Company or should occur, the Company shall, promptly after becoming aware thereof, inform the Parent and Merger Sub of such fact or event. The Company shall use its commercially reasonable efforts to resolve all have the Proxy Statement cleared by the SEC comments (in consultation promptly. The Company shall, as promptly as practicable after receipt thereof, provide Parent with copies of any written comments, and advise Parent ) of any oral comments, with respect to the Proxy Statement as received from the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and the Company will provide Parent with a copy of all such filings made with the SEC. No filing of, or amendment to, or written correspondence to the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent and its counsel reasonable opportunity to review and comment thereon. Each of the Company, Parent and Merger Sub agrees to use its reasonable efforts, after consultation with the other parties hereto, to respond promptly as to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Shares entitled to vote at the Company Shareholders Meeting at the earliest practicable after receipt thereof time. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement shall be made without the approval of Parent, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by the Company that are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Change in the Company Recommendation may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Company Recommendation, and in such event, there shall be no right of approval. The Company will use all commercial and reasonable efforts to cause the Proxy Statement to be mailed to the holders of Company Common Stock shareholders as promptly as practicable after the Proxy Statement is cleared with the SECpracticable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments Each of the SEC with respect theretoCompany, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company Merger Sub agree to correct as soon as reasonably practicable promptly any information provided by it for use inclusion in the Proxy Statement which shall have become false or misleading. If at any time .
(b) The Company shall duly take all lawful action to call, give notice of, convene and hold the Company Shareholders Meeting as soon as practicable for the purpose of obtaining the Company Shareholder Approval and, subject to Section 6.05, shall take all reasonable and lawful action to solicit the Company Shareholder Approval; provided, however, that nothing contained herein shall be deemed to require or obligate the Company to hold the Company Shareholder Meeting more than two Business Days prior to the Effective Time, any information should be discovered Closing Date. The Board of Directors of the Company shall recommend the adoption of the plan of merger contained in this Agreement by any party which should be the Company shareholders to the effect as set forth in an amendment sub-clauses (A), (B) and (C) of Section 4.01(c)(1) hereof (the “Company Recommendation”), and shall not (1) fail to make, withhold, withdraw, modify or supplement qualify (or propose to fail to make, withhold, withdraw, modify or qualify) in any manner adverse to Parent the Company Recommendation, (2) take any action or make any statement in connection with the Company Shareholders Meeting inconsistent with the Company Recommendation, (3) approve, recommend or take any position or action (it being understood and agreed that any “stop-look-and-listen” communication to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the Company’s shareholders of the Company. The Company nature contemplated by Rule 14d-9 and under the Exchange Act shall as promptly as practicable not be deemed to constitute approval, a recommendation, an action, or the taking of a position) other than to recommend rejection (i) notify including, by way of example and not limitation, withdrawing, modifying or changing in a manner adverse to Parent and MergerSub any such recommendation or rejection), which recommendation of rejection in the receipt case of any oral a tender offer or written comments from the SEC with respect to the Proxy Statement and any request by the SEC exchange offer for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all outstanding shares of Company Common Stock Beneficially owned by each Shares shall be made within ten (10) Business Days after the commencement of Mx. Xxxsuch tender offer or exchange offer, Parent and Parent’s Subsidiaries of any Acquisition Proposal, (4) authorize, cause or permit the Company to enter into (or publicly propose that the Company enter into) any letter of intent, memorandum of understanding, agreement in favor principle, acquisition agreement, merger agreement or other similar agreement with respect to any Acquisition Proposal except for a confidentiality agreement referred to in Section 6.05(b)(C) entered into in the circumstances referred to in accordance with the provisions of such clause, or (5) authorize, approve or publicly recommend or propose to approve or recommend any Acquisition Proposal (or resolve or authorize or propose to agree to do any of the adoption and approval foregoing) (collectively, Subsections (b)(1) through (b)(5) of this Agreement Section shall be a “Change in the Company Recommendation”); provided, however, that the Company and the MergerBoard of Directors of the Company may take any action permitted under Section 6.05.
Appears in 1 contract
Samples: Merger Agreement (Iomed Inc)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, AMLI shall in accordance prepare and file with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the a preliminary Proxy Statement for the purpose of securing calling the Company AMLI Shareholder Approval (such meeting, and any postponement or adjournment thereof, Meeting to obtain the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company AMLI Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company provided, that AMLI shall (i) prepare consult with Purchaser and file with the SEC the provide Purchaser a reasonable opportunity to review and comment on such preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which filing. The parties shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will reasonably cooperate and consult with each other in the preparation of the Proxy StatementStatement and to have such document cleared by the SEC as promptly as practicable after such filing. Without limiting AMLI will notify Purchaser promptly following the generality receipt of any comments from the foregoing, Parent SEC and MergerSub will furnish as soon as reasonably practicable of any request by the SEC for amendments or supplements to the Company Proxy Statement or for additional information and will supply Purchaser with copies of all correspondence with the information relating SEC with respect to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company Proxy Statement, and any supplement or amendment thereto, shall comply in all material respects with all applicable requirements of Law. AMLI shall date the Proxy Statement as of the approximate date of mailing to its shareholders and shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to its shareholders at the holders of Company Common Stock as promptly as earliest practicable after the Proxy Statement date. Whenever any event occurs which is cleared with the SEC. Notwithstanding anything required to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement, (i) Purchaser or AMLI, as the case may be, shall promptly inform the other of such occurrences, (ii) AMLI shall prepare and file with the SEC any such amendment or supplement to the Proxy Statement; provided, however, that no amendment or supplement to the Proxy Statement so will be made without prior consultation with Purchaser and providing Purchaser a reasonable opportunity to review and comment on such amendment or supplement, (iii) AMLI shall use its commercially reasonable efforts to have any such amendment or supplement cleared for mailing, to the extent necessary, to AMLI shareholders as promptly as practicable after such filing and (iv) AMLI shall use its commercially reasonable efforts to have any such amendment or supplement mailed to its shareholders at the earliest practicable date.
(b) AMLI will, as soon as practicable following the date on which the Proxy Statement is cleared by the SEC, duly call, give notice of, convene and hold the AMLI Shareholder Meeting (but in no event shall such meeting be held sooner than 20 days, or except as provided in Section 5.1(c) later than 60 days, following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the AMLI Shareholder Approval. AMLI will, through the AMLI Board of Trustees, recommend to its shareholders approval of the Merger and the other transactions contemplated hereby and further covenants that the Proxy Statement would not will include any misstatement of a material fact or omit to state any material fact necessary to make such recommendation (the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, "AMLI Recommendation") except to the extent required by applicable Law, an appropriate amendment or supplement describing that the AMLI Board of Trustees shall have withdrawn such information shall be promptly filed by the Company recommendation in accordance with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy StatementSection 5.6 hereof.
(c) At If on the Company Shareholders’ Meetingdate of the AMLI Shareholders Meeting or any subsequent adjournment thereof pursuant to this Section 5.1(c), each AMLI has not received proxies representing a sufficient number of Mx. Xxx AMLI Common Shares to approve the Merger, AMLI shall adjourn the AMLI Shareholder Meeting until such date as shall be mutually agreed upon by AMLI and Parent Purchaser, which date shall votenot be less than ten days nor more than 20 days after the date of adjournment, and Parent shall cause continue to use its Subsidiaries commercially reasonable efforts, together with its proxy solicitor, to vote, all shares assist in the solicitation of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of proxies from shareholders relating to the adoption and approval of this Agreement and the MergerAMLI Shareholder Approval.
Appears in 1 contract
Samples: Merger Agreement (Amli Residential Properties Trust)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following the date of this Agreementhereof, FCC shall prepare and shall cause to be filed with the Securities and Exchange Commission ("SEC") proxy materials mutually acceptable to FCC and UTG which shall constitute the proxy statement relating to the matters to be submitted to the Shareholders at the Shareholders' Meeting (as defined in (b) below) (the "Proxy Statement"). FCC and UTG shall also prepare, and file with the SEC, a statement on Schedule 13E-3 (together with any supplements or amendments thereto, the Company"Schedule 13E-3"). Each of FCC and UTG shall use reasonable best efforts to have the Proxy Statement and, acting through the Company Board, shall in accordance with applicable Lawif applicable, the Company CharterSchedule 13E-3, cleared by the SEC as necessary to consummate the Merger and the Company Bylaws: (i) duly calltransactions contemplated hereby. UTG and FCC shall, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment after receipt thereof, provide the “Company Shareholders Meeting”)other Party copies of any written comments and advise the other Party of any oral comments, (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause or the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with Schedule 13E-3 received from the SEC. Notwithstanding anything to The Parties shall cooperate and provide the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement or the Schedule 13E-3 prior to filing such response with the SEC, and shall include in will provide each other with a copy of all such documents filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or response comments reasonably proposed supplement (including by Parent and MergerSub. Parent, MergerSub and the Company agree incorporation by reference) to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement or the Schedule 13E-3 shall be made without the approval of both Parties, which approval shall have become false not be unreasonably withheld or misleadingdelayed; provided that with respect to documents filed by a Party which are incorporated by reference in the Schedule 13E-3 or the Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations. FCC will use reasonable best efforts to cause the Proxy Statement and the Schedule 13E-3 to be mailed to the Shareholders, as promptly as practicable after the same is cleared by the SEC. Each Party will advise the other, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or the Schedule 13E-3. If at any time prior to the Effective Time, Time any information relating to UTG or FCC, or any of their respective affiliates, officers or directors, should be discovered by any party UTG or FCC, which information should be set forth in an amendment or supplement to either the Schedule 13E-3 or the Proxy Statement so that the Proxy Statement any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party Party which discovers such information shall promptly notify the other parties hereto Party and, to the extent required by applicable Lawlaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy StatementShareholders.
(cb) At the Company Shareholders’ MeetingFCC shall duly take all lawful action to call, each of Mx. Xxx give notice of, convene and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor hold a meeting of the adoption Shareholders on a date determined in accordance with the mutual agreement of FCC and UTG (the "Shareholders' Meeting") for the purpose of obtaining the approval of this Agreement and the transactions contemplated hereby (including the Merger) by the Shareholders (the "FCC Shareholder Approval") and shall its use reasonable best efforts to solicit the vote of the Shareholders. Subject to their fiduciary duties, the Board of Directors of FCC shall recommend adoption of this Agreement by the Shareholders.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Commonwealth Corp)
Preparation of Proxy Statement; Shareholders Meeting. (a) As The Company shall, at Parent’s request, as soon as practicable (and in any event within 10 business days) following the date of this Agreement , prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company and Parent shall use its best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent 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 Proxy Statement or for additional information and shall supply Parent 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 Proxy Statement. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after filing with the SEC.
(b) The Company shall, as soon as practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”)) for the purpose of seeking the Company Shareholder Approval. The Company shall, (ii) through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval, and shall take all lawful action to solicit such approval, except to the extent that the Company Board has effected withdrawn or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to modified its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such or recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon Merger as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required permitted by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy StatementSection 5.02(c). The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation not adjourn or postpone such meeting, except with Parent ) with respect to the Proxy Statement Parent’s consent or as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement and the Merger.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following the date of this Agreementhereof, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, Parent and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, mutually acceptable proxy materials which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders constitute the Proxy Statement a sufficient time prior to (such proxy statement, and any amendments or supplements thereto, the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive " Proxy Statement.") The Proxy Statement with the SEC, and (iii) otherwise shall comply as to form in all material respects with all legal requirements the applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation provisions of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy StatementAct. The Company shall use its commercially reasonable efforts to resolve all SEC shall, as promptly as practicable after receipt thereof, provide Parent copies of any written comments (in consultation with and advise Parent ) of any oral comments, with respect to the Proxy Statement as promptly as practicable after receipt thereof received from the SEC. The Company will provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Parent with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a party which are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party. The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the holders Company's shareholders. The Company will advise Parent, promptly after it receives notice thereof, of Company Common Stock as promptly as practicable after any request by the SEC for amendment of the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleadingStatement. If at any time prior to the Effective Time, Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by any party Parent or the Company which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement any of such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties party hereto and, to the extent required by applicable Lawlaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. .
(b) The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its shareholders on a date as promptly soon as reasonably practicable (ithe "Company Shareholders Meeting") notify Parent and MergerSub for the purpose of obtaining the receipt of any oral or written comments from the SEC Required Company Vote with respect to the Proxy Statement transactions contemplated by this Agreement and, subject to the fiduciary duties of the Company's Board of Directors, shall take all lawful action to solicit the adoption of this Agreement and any request approval of the Merger by the SEC for any amendment Required Company Vote; and the Board of Directors of the Company (i) shall, subject to the Proxy Statement or for additional information fiduciary duties of the Company's Board of Directors, recommend adoption of this Agreement and approval of the Merger by the shareholders of the Company to the effect as set forth 26 in Section 3.2(f) (the "Company Recommendation"), and (ii) provide subject to the fiduciary duties of the Company's Board of Directors, shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify) (a " Change") in any manner adverse to Parent and MergerSub such recommendation or take any action or make any statement in connection with copies of all written correspondence between the Company and its RepresentativesShareholders Meeting inconsistent with such recommendation (collectively, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statementa " Change in Company Recommendation ").
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx Parent and Parent shall vote, and Parent shall cause its Subsidiaries Merger Sub agree to vote, or cause to be voted, all shares of the Company Common Stock Beneficially capital stock owned by each of Mx. XxxParent, Parent and Parent’s Subsidiaries Merger Sub or any other Subsidiary in favor of the approval and adoption and approval of this Agreement and the MergerAgreement.
Appears in 1 contract
Samples: Merger Agreement (Energy Search Inc)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable, but in no event later than 21 days following the date of this Agreement, the Company shall prepare and file with the SEC, and Parent and Buyer shall cooperate with the Company in such preparation and filing of, the Proxy Statement. The Company shall cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after the Proxy Statement is cleared by the staff of the SEC for mailing to the Company's shareholders.
(b) The Company shall, as soon as practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from (the SEC "Shareholders Meeting") in accordance with law, the Company's Articles of Incorporation and the Proxy Statement Company's Code of Regulations for the purpose of securing the Company obtaining Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company BoardBoard of Directors of the Company, advise and subject to Section 4.2, recommend to its shareholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. The Shareholders Meeting may not be adjourned or postponed beyond July 15, 1999.
(c) Parent agrees that (i) it will provide the “Merger Recommendation”) and shall include such recommendation Company with all information concerning Parent or the Buyer necessary or reasonably appropriate to be included in the Proxy Statement and (iiiii) use its commercially reasonable efforts at the Shareholders Meeting, if held, or any postponement or adjournment thereof (or at any other meeting at which the Merger or this Agreement are considered by shareholders), it will vote, or cause to solicit from holders be voted, all of the shares of Company Common Stock proxies then owned by it, the Buyer or any of its other subsidiaries, if any, in favor of the approval and adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approvaltransactions contemplated hereby.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement and the Merger.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of MxXx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of MxXx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement and the Merger.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As The Company shall use its best efforts to prepare and file with the SEC as soon as reasonably practicable following the date Proxy Statement in preliminary form, and each of this Agreementthe Company and Parent shall use its best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent 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 Proxy Statement or for additional information and shall supply Parent 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 Proxy Statement. The Company shall use its best efforts to cause the Proxy Statement to be mailed to the Company, acting through ’s shareholders as promptly as practicable after filing with the SEC. If at any time prior to receipt of the Company Board, Shareholder Approval there shall occur any event that should be set forth in accordance with applicable Lawan amendment or supplement to the Proxy Statement, the Company Chartershall promptly prepare and mail to its shareholders such an amendment or supplement. Subject to Section 5.02(d), and the Company Bylaws: shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects.
(ib) The Company shall use reasonable efforts duly to call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”)) as soon as practicable for the purpose of seeking the Company Shareholder Approval. The Company shall, (ii) through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval, except to the extent that the Company Board has effected shall have withdrawn or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to modified its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such or recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon Exchange as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statementpermitted by Section 5.02(b). Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal or (ii) the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing withdrawal or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed modification by the Company with the SEC and disseminated by the Company to the shareholders Board of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral its approval or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval recommendation of this Agreement and or the MergerExchange.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following after the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date execution of this Agreement, the Company shall (i) prepare and file the Proxy Statement with the SEC. The Company shall obtain and furnish the information required to be included in the Proxy Statement and shall respond promptly to any comments made by the SEC with respect to the preliminary Proxy Statement and Schedule 13E-3cause the definitive Proxy Statement and form of proxy to be mailed to the Company’s shareholders at the earliest practicable date, which filing subject to the provisions of Section 5.3(c) hereof. Parent shall be no later than 30 days following responsible for preparing the date first draft of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior and delivering it to the Company Shareholders Meeting, which shall be held no not later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SECApril 25, and (iii) 2004, shall otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent Statement and MergerSub will shall furnish as soon as reasonably practicable to the Company the with all information relating to it and Merger Sub for inclusion in the Proxy Statement as the Company may reasonably request. The Company agrees, as to information with respect to the Company, its officers, directors, shareholders and subsidiaries contained in the Proxy Statement, and Parent agrees, as to information with respect to Parent and Merger Sub and their managers, members and officers contained in the Proxy Statement, that such information, at the date the definitive Proxy Statement is mailed to the shareholders of the Company and (as amended or supplemented) at the time of the Shareholders Meeting (and, if adjourned, at the time of each adjourned meeting), will not be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Parent and its counsel shall be given the opportunity to review the Proxy Statement and all amendments and supplements thereto prior to their being filed with the SEC, and the Company shall not make any such filing without consulting with Parent and including such modifications as Parent reasonably requests. The Company will advise Parent, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC or any request by the SEC for an amendment of the Proxy Statement or comments from the SEC thereon and proposed responses thereto or requests by the SEC for additional information, and Company shall timely furnish copies thereof to Parent. The Company, on the one hand, and Parent, on the other hand, agree to promptly correct any information provided by said party for use in the Proxy Statement, if and to the extent that it shall have become materially false or misleading, and the Company further agrees to take all steps reasonably necessary to cause the Proxy Statement as so corrected to be filed promptly with the SEC and to use all reasonable efforts to cause the definitive Proxy Statement to be disseminated to the Company’s shareholders, in each case, as and to the extent required by the Exchange Act and the applicable laws, rules and regulations promulgated thereunder regulations.
(b) Parent and its affiliates (to the extent required by law) shall prepare, together with the Company, a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the “Schedule 13E-3”) with respect to the transactions contemplated by this Agreement, and shall cause the Schedule 13E-3 to be set forth in filed with the SEC concurrently with the filing of the Proxy Statement. The Company shall use its commercially reasonable efforts promptly furnish to resolve Parent all SEC comments (information concerning the Company as may reasonably be requested by Parent in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared connection with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments preparation of the SEC with respect thereto, the Schedule 13E-3. The Company shall provide Parent promptly supplement, update and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which Schedule 13E-3, if and to the extent that such information is or shall have become incomplete, false or misleading. If at In any time prior such event, Parent shall take all reasonable steps necessary to cause the Schedule 13E-3 as so supplemented, updated or corrected to be filed with the SEC and Parent and Company shall take all reasonable steps to cause same to be disseminated to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement holders of a material fact or omit to state any material fact necessary to make the statements thereinCompany Common Stock, in the light of the circumstances under which they were madeeach case, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, as and to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Companyfederal securities laws. The Company and its counsel shall as promptly as practicable (i) notify Parent be given an opportunity to review and MergerSub comment on the Schedule 13E-3 and each supplement, amendment or response to comments by the staff of the receipt of any oral or written comments from the SEC with respect thereto prior to its being filed with or delivered to the Proxy Statement SEC and Parent shall consider any request by the SEC for any amendment such comments in good faith. Parent agrees to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on counsel with copies of any comments that Parent or its counsel may receive from the one hand, and staff of the SEC, on SEC concerning the other hand, with respect to the Proxy StatementSchedule 13E-3 promptly after receipt thereof.
(c) At As soon as reasonably practicable following the clearance of comments from the staff of the SEC regarding the Proxy Statement, the Company Shareholders’ shall call and hold the Shareholders Meeting, each which shall be the Company’s Annual Shareholders Meeting for 2004, for the purpose of Mx. Xxx and Parent shall voteobtaining the Two-Tiered Shareholder Approval of the Merger Voting Items, and Parent transacting such other Company business as is appropriate for the Company’s 2004 Annual Shareholders Meeting. The notice of the Shareholders Meeting mailed to the Company’s shareholders shall cause be accompanied by a copy of the definitive Proxy Statement, and shall be mailed to the Company’s shareholders not less than twenty days prior to the date of the Shareholders Meeting. The Company, through its Subsidiaries Board of Directors, shall recommend to voteits shareholders approval of the Merger Voting Items, all shares provided, however, that the Company’s Board of Directors may withdraw, modify or amend its recommendation if it shall determine in the reasonable and customary exercise of its fiduciary duties to the Company’s shareholders under applicable law that such recommendation should not be made. After the delivery to the Company’s shareholders of copies of the definitive Proxy Statement, the Company Common Stock Beneficially owned by each shall use its reasonable best efforts to solicit proxies from its shareholders in connection with the Shareholders Meeting, and otherwise to secure the vote or consent of Mx. Xxx, Parent and Parent’s Subsidiaries its shareholders in favor of each of the adoption Merger Voting Items, in each case, conformably with applicable laws, rules and approval regulations, unless the Company’s Board of Directors shall determine in good faith, in the reasonable and customary exercise of its fiduciary duties to the Company’s shareholders under applicable law, that such solicitation should not be made. In the event that the Shareholders Meeting is adjourned one or more times, references in this paragraph and elsewhere in this Agreement and to “the MergerShareholders Meeting” shall be deemed to apply, mutatis mutandis, to each adjourned meeting.
Appears in 1 contract
Samples: Merger Agreement (PDS Gaming Corp)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC SEC, subject to the preliminary prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), a proxy statement relating to the Company Shareholder Approval (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement and Schedule 13E-3Statement”), which filing shall be no later than 30 days following include the date Company Board Recommendation, subject to the right of this Agreementthe Company Board to make a Company Adverse Recommendation Change pursuant to Section 5.5. The Company shall use its reasonable best efforts (i) to respond to the comments of the SEC and its staff, (ii) mail to its shareholders have the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with cleared by the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock Company’s shareholders as promptly as practicable after thereafter; provided, that (A) the Company shall advise Parent promptly of any request by the SEC for amendment of the Proxy Statement is cleared with or comments thereon and responses thereto or requests by the SEC. Notwithstanding anything to the contrary stated aboveSEC for additional information and (B) no filing of, prior to filing or mailing amendment or supplement to, the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, shall be made by the Company without Parent’s prior consent (which shall provide not be unreasonably withheld or delayed) and without providing Parent and MergerSub with a the reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleadingthereon. If at any time prior to the Effective Time, Time any information relating to Parent or the Company or any Company Subsidiary, or any of their respective Affiliates, officers or directors, should be discovered by become known to Parent or the Company or any party Company Subsidiary which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement any of 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 the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and and, to the extent required by Law, disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable .
(ib) notify Parent and MergerSub Each of the receipt of any oral Company and Parent shall supply such information specifically for inclusion or written comments from the SEC with respect to incorporation by reference in the Proxy Statement and any request by necessary so that, at the SEC for any amendment date it is first mailed to the Proxy Statement Company’s shareholders or for additional information and (ii) provide Parent and MergerSub with copies at the time of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each the Proxy Statement shall not contain any untrue statement of Mxa 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 are made, not misleading. Xxx Each of the parties hereto shall use their reasonable best efforts so that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and Parent the rules and regulations thereunder.
(c) The Company shall votetake all action necessary to duly call, give notice of, convene and Parent shall cause hold a meeting of its Subsidiaries shareholders as promptly as practicable for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders’ Meeting”), including using its reasonable best efforts (unless the Company Board has made a Company Adverse Recommendation Change pursuant to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries Section 5.5(b)) to solicit proxies in favor of the adoption of this Agreement and approval to obtain the Company Shareholder Approval. The Company shall ensure that the Company Shareholders’ Meeting is duly called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Shareholders’ Meeting are solicited in compliance with applicable Law, the rules of Nasdaq and the Company Organizational Documents. The Company’s obligation to call, give notice of and hold the Company Shareholders’ Meeting in accordance with this Section 5.9(c) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Superior Proposal or other Company Takeover Proposal or by any Company Adverse Recommendation Change. Without limiting the generality of the foregoing, the Company agrees that (i) unless this Agreement is terminated in accordance with Article VII, the Company shall not submit any Company Takeover Proposal to a vote of its shareholders and (ii) the Company shall not (without Parent’s prior written consent) adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) the Company Shareholders’ Meeting, except to the extent required to obtain the Company Shareholder Approval in respect of this Agreement and the Merger.
Appears in 1 contract
Samples: Merger Agreement (Pokertek, Inc.)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following The Company shall prepare and file with the date SEC within two business days of this Agreementthe later of (i) the end of an Extension Period, if any, and (ii) Last Call, the CompanyProxy Statement in preliminary form, acting through and each of the Company Boardand Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent and Cap Rock Holding shall cooperate in good faith with the Company with respect to the preparation of the Proxy Statement. The Company shall notify Parent 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 Proxy Statement or for additional information and shall supply Parent 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 Proxy Statement. The Company shall commence mailing the Proxy Statement within five business days of learning that the Proxy Statement will not be reviewed by the SEC or that the SEC staff has no further comments thereon. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in accordance with applicable Lawan amendment or supplement to the Proxy Statement, the Company Chartershall promptly prepare and file with the SEC such an amendment or supplement. Subject to Section 5.02, and the Company Bylaws: shall not mail or file any Proxy Statement or any amendment or supplement thereto, to which Parent reasonably objects.
(ib) The Company shall duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC holders of the Company Common Stock (the “Company Shareholders Meeting”) in accordance with the BCA and the rules of the New York Stock Exchange within thirty days of commencing mailing of the Proxy Statement for the purpose of securing seeking the Company Shareholder Approval (such meetingApproval. The Company shall, and any postponement or adjournment thereofthrough the Company Board, recommend to the “holders of the Company Shareholders Meeting”)Common Stock that they give the Company Shareholder Approval, (ii) except to the extent that the Company Board has effected shall have withdrawn or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to modified its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such or recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon Exchange as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statementpermitted by Section 5.02(d). Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable but subject to Section 8.01(f), the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal or (ii) the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing withdrawal or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed modification by the Company with the SEC and disseminated by the Company to the shareholders Board of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral its approval or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval recommendation of this Agreement and or the MergerExchange.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file shall, with the SEC assistance of Parent, prepare the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following file the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub Merger Sub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and MergerSub Merger Sub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders thereof. Each of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub Merger Sub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly soon as reasonably practicable (i) notify Parent and MergerSub Merger Sub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information information.
(b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) provide Parent and MergerSub with copies of all written correspondence between except to the extent that the Company and its RepresentativesBoard shall have effected an Adverse Recommendation Change in accordance with Section 6.3(e) or Section 6.3(f), on the one hand, and the SEC, on the other hand, with respect to include in the Proxy Statement.
(c) At Statement the recommendation of the Company Shareholders’ Meeting, each Board that the shareholders of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of the Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries vote in favor of the adoption and approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) additional time is necessary to solicit additional votes or proxies.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall and in accordance with applicable Law, the Company Charter, and the Company Bylaws: any event within twelve (i12) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable Business Days following the date of this Agreement, the Company shall (i) prepare and file cause to be filed with the SEC the in preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in form the Proxy Statement. The Company shall use promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall promptly provide Parent with copies of all correspondence between the Company and its commercially reasonable efforts Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall (with the assistance of Parent) (i) respond as promptly as reasonably practicable to resolve all any comments of the SEC comments (in consultation with Parent ) or the staff of the SEC with respect to the Proxy Statement, including filing any amendments or supplements to the Proxy Statement as promptly may be required, and (ii) use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon as reasonably practicable after receipt thereof such filing, and to (iii) cause the Proxy Statement to be filed in definitive form and mailed to the holders of Company Common Stock Company’s shareholders as promptly as reasonably practicable after the Proxy Statement is cleared with the SECthereafter. Notwithstanding anything to the contrary stated above, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment to propose comments on such document or response (and the Company shall give good faith consideration to including any such reasonable comments in the Proxy Statement (or any supplement or amendment thereto) or response letter).
(b) Parent shall use its commercially reasonable efforts to provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments of the SEC or its staff related thereto. Parent will cause the information relating to Parent or Merger Sub supplied by it in writing expressly for inclusion in the Proxy Statement, at the time of the filing or mailing of the Proxy Statement or such response any amendments or supplements thereto, and shall include at the time of the Shareholders Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in such documents or response comments reasonably proposed by Parent and MergerSub. Parentorder to make the statements therein, MergerSub in the light of the circumstances under which they were made, not misleading.
(c) In accordance with applicable Law and the Company’s Organizational Documents, the Company agree to correct shall, as soon promptly as reasonably practicable any information provided by it for use in practicable, subject to the clearance of the Proxy Statement which by the SEC, (i) establish a record date for and give notice of a meeting of its shareholders, for the purpose of voting for the approval of this Agreement (the “Shareholders Meeting”) and (ii) duly call, convene, and hold the Shareholders Meeting; provided, however, that (i) such meeting shall have become false occur prior to the End Date and (ii) in no event shall such meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company’s shareholders; provided, further, that the Company may postpone or misleadingadjourn the Shareholders Meeting (for a period of not more than thirty (30) calendar days, individually or in the aggregate, but not past two (2) Business Days prior to the End Date) only (A) with the written consent of Parent, (B) for the absence of a quorum, (C) to allow additional solicitation of votes in order to obtain the Company Shareholder Approval, or (D) as required by Law. Once the Company has established a record date for the Shareholders Meeting, the Company shall not change such record date or establish a different record date for the Shareholders Meeting without the prior written consent of Parent. If the record date for the Shareholders Meeting is changed, the Company shall, as to that record date, comply with each of its obligations under this Section 5.03. If at any time prior to the Effective TimeTime any event or circumstance relating to the Company or Parent or any of their respective Subsidiaries, any information officers or directors should be discovered by any party which should the Company or Parent which, pursuant to the Securities Act or Exchange Act, is required to be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a 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 were made, not misleading, the Party that discovers such information shall promptly inform the other Party and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement to the shareholders of the Company. Each of Parent and the Company agree (and Parent agrees to cause Merger Sub) to promptly correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. Each of the Company and Parent shall cause all documents that such Party is responsible for filing with the SEC in connection with the Merger to comply as to form in all material respects with the applicable requirements of the Exchange Act and, as applicable, not to 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 were made, not misleading.
(d) Unless there has occurred a Company Adverse Recommendation Change in accordance with Section 5.02(e), the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by Board of Directors of the Company with the SEC and disseminated by shall make the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC Board Recommendation with respect to the approval of this Agreement, and the Company shall include the Company Board Recommendation in the Proxy Statement and any request by use its reasonable best efforts to solicit proxies in favor of the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Company Shareholder Approval. Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent Merger Sub shall vote, and Parent shall cause its Subsidiaries to vote, vote all shares of Company Common Stock Beneficially owned held by each of Mx. Xxx, Parent and Parent’s Subsidiaries them in favor of the adoption and approval of this Agreement and the MergerAgreement.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As The Company shall, as soon as reasonably practicable following the date of this Agreement, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, acting through Parent, and Sub shall use their reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent 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 Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company Boardor any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent and, (z) to the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, the Merger, this Agreement or any of the Transactions. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 6.01(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and, to the extent required by applicable Law, distribute to its shareholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after filing with the SEC.
(b) The Company Chartershall, and as soon as practicable following the Company Bylaws: (i) date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to solely for the extent that purpose of seeking the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(dShareholder Approval. Subject to Section 5.02(b), the Company shall, through the Company BoardBoard (or the Special Committee), advise and recommend to its shareholders that they give the approval of the Merger Company Shareholder Approval (the “Merger Company Board Recommendation”) and ). The Proxy Statement shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor a copy of the adoption of this Agreement and take all other action necessary or advisable Fairness Opinion and, subject to secure, at the Company Shareholders’ MeetingSection 5.02(b), the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy StatementBoard Recommendation. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by any public proposal, public disclosure, or communication to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy StatementTakeover Proposal.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each Parent, Sub or any other subsidiary of Mx. Xxx, Parent and Parent’s Subsidiaries to be voted in favor of the adoption and approval of this Agreement and the MergerAgreement.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior proxy statement relating to the Company Shareholders Meetingtransactions contemplated by this Agreement (as amended or supplemented from time to time, which shall be held no later than 60 days after the date that the Company is able to file its definitive “Proxy Statement with the SEC, and (iiiStatement”) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement respond as promptly as practicable after receipt thereof to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the holders of Company Common Stock Company's shareholders as promptly as practicable after following the date of this Agreement. The Company shall promptly notify the Purchaser upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement is cleared and shall provide the Purchaser with copies of all correspondence between the SECCompany and its representatives, on the one hand, and the SEC and its staff, on the other hand which relates directly to the Proxy Statement (not including any documents that may be incorporated by reference therein). Notwithstanding anything to the contrary stated aboveforegoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable the Purchaser an opportunity to review and comment on the Proxy Statement or such response and shall include in such documents document or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement relates directly to the Proxy Statement so (not including any documents that may be incorporated by reference therein).
(b) If requested by the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingCompany, the party which discovers such information Purchaser shall promptly notify the other parties hereto and, use its commercially reasonable efforts to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by assist the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to in preparing the Proxy Statement, including, without limitation, providing to the Company any information regarding the Purchaser required to be included therein.
(c) At The Company shall, as promptly as practicable following the date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Required Vote (the “Shareholders Meeting”). The Company Shareholders’ Meetingshall, each through its Board of Mx. Xxx and Parent shall voteDirectors, and Parent shall cause recommend to its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of shareholders that they adopt this Agreement and the Mergertransactions contemplated hereby, and shall include such recommendation in the Proxy Statement, provided, however, that the foregoing shall not prohibit the Board of Directors from withdrawing, modifying or changing such recommendation at any time to the extent that the Board of Directors determines to do so in the exercise of their fiduciary duties; provided, further, nothing in the preceding proviso will relieve the Company of its obligations under this Agreement except for the obligation set forth in this sentence and in the first sentence of Section 4.5(d). If the Company fails to obtain the Required Vote at such Shareholders Meeting and this Agreement is not otherwise terminated by the Purchaser or the Company pursuant to Section 11, the Company shall use commercially reasonable efforts to obtain the Required Vote at each successive shareholders meeting until the Required Vote is obtained.
(d) Subject to the terms of Section 4.5(c) above, the Board of Directors shall recommend the approval, adoption and authorization of the transactions contemplated hereby. Notwithstanding the Board’s withdrawal, modification or change of its recommendation in accordance with the terms hereof, the Company shall take all lawful action to solicit such approval, adoption and authorization.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Airspan Networks Inc)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following If the date approval of this Agreement, Agreement by the Company, acting through the Company Board, shall in accordance with applicable 's shareholders is required by Law, the Company Chartershall, as soon as practicable following the acceptance for payment and purchase of the shares of Company Common Stock by Sub pursuant to the Offer, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company and Parent shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent 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 Proxy Statement or for additional information and shall supply Parent 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 Proxy Statement. If at any time prior to receipt of the Company Bylaws: Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. No filing of, or amendment to, the Proxy Statement will be made by the Company without providing Parent the opportunity to review and comment thereon. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after filing with the SEC.
(ib) If the approval of this Agreement by the Company's shareholders is required by Law, the Company shall, as soon as practicable following the acceptance for payment and purchase of the shares of Company Common Stock by Sub pursuant to the Offer, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from (the SEC of the Proxy Statement "COMPANY SHAREHOLDERS' MEETING") for the purpose of securing seeking the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Approval. The Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies that they vote in favor of the adoption approval of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, Board shall not condition its submission to the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date shareholders of this AgreementAgreement on any basis; PROVIDED, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3HOWEVER, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company Board may withdraw such recommendation if it is able permitted to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statementdo so under Section 5.02(b). Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding the information relating to it required by foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the Exchange Act outstanding shares of Company Common Stock, the parties shall, at the request of Parent, take all necessary and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and appropriate action to cause the Proxy Statement Merger to be mailed to the holders of Company Common Stock become effective as promptly soon as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments expiration of the SEC Offer without a shareholders' meeting in accordance with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light Article 5.16 of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy StatementTBCA.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially purchased pursuant to the Offer and all other shares of Company Common Stock owned by each Sub or any other subsidiary of Mx. Xxx, Parent and Parent’s Subsidiaries to be voted in favor of the adoption and approval of this Agreement and the MergerAgreement.
Appears in 1 contract
Samples: Merger Agreement (Tripoint Global Communications Inc)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company shall prepare and file a preliminary proxy statement relating to the meeting of the Company’s shareholders to be held in connection with the Merger for purposes of obtaining the Company Requisite Vote (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s shareholders, the “Proxy Statement”). Parent shall furnish all information concerning it, reasonably requested in writing by the Company, acting through that is necessary in connection with the preparation of the Proxy Statement. Subject to Section 5.6, the Proxy Statement shall include the recommendation of the Board (the “Company Board Recommendation”) that its shareholders approve this Agreement and, subject to Section 5.6, the Board shall not withdraw, amend, modify or change the Company Board, Board Recommendation in a manner adverse to Parent. The Company shall in accordance with applicable Law, use its best efforts to have the Proxy Statement cleared by the Commission as promptly as practicable after such filing. The Company Charter, and shall cause the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable following no further comments from after it is cleared by the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder ApprovalCommission.
(b) As soon as reasonably practicable following If at any time prior to the date Effective Time any event shall occur that should be set forth in an amendment of this Agreementor a supplement to the Proxy Statement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company Commission such amendment or supplement as promptly thereafter as is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meetingpracticable. Parent, MergerSub Sub and the Company will shall cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting , and the generality Company shall advise Parent of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable receipt of any comments of the Commission with respect to the Company the information relating to it required Proxy Statement and of any requests by the Exchange Act Commission for any amendment or supplement thereto or of additional requests by the Commission for any amendment or supplement thereto or for additional information, and shall use reasonable best efforts to provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the rules and regulations promulgated thereunder Commission with respect to be set forth in the Proxy Statement. The Company shall use reasonable best efforts to give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by, and replies to comments of, the Commission before their being filed with, or sent to, the Commission. Each of the Company, Parent and Sub shall use its commercially reasonable efforts to resolve all SEC comments (in after consultation with Parent the other parties hereto, to respond promptly to all such comments of and requests by the Commission.
(c) The Company shall use its best efforts to take all action necessary, in accordance with respect and subject to the Proxy Statement as promptly as practicable after receipt thereof VBCA and its Articles of Association and Bylaws, to cause duly call, give notice of and convene and hold a special meeting of its shareholders to consider and vote upon the Proxy Statement to be mailed to approval of this Agreement (such special shareholder meeting, together with any adjournments or postponements thereof, the holders of Company Common Stock “Special Meeting”) as promptly as practicable after the clearance by the Commission of the Proxy Statement. The Company shall include in the Proxy Statement is cleared the Company Board Recommendation and the Company shall use its best efforts to obtain the approval of the Merger and this Agreement subject only to the right to withdraw, amend, modify or change such Company Board Recommendation under the circumstances and in accordance with the SECprocedures set forth in Section 5.6. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretocontained in this Agreement, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on may postpone the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior Special Meeting to the Effective Time, extent necessary to ensure that any information should be discovered by any party which should be set forth in an supplement or amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement required by Law (unless resulting from a breach of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto andthis Agreement) is, to the extent required by applicable Law, an appropriate amendment provided to its shareholders or supplement describing such information shall adjourn the Special Meeting if there are insufficient Shares represented in person or by proxy to constitute a quorum necessary to conduct the business to be promptly filed by conducted at the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable Special Meeting (i) notify Parent and MergerSub of the receipt of any oral or written comments unless resulting from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval a breach of this Agreement and the MergerAgreement).
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the CompanyCompany shall prepare and file with the SEC, acting through and Parent and Merger Sub shall cooperate with the Company Board, shall in accordance with applicable Lawsuch preparation and filing of, the Proxy Statement. The Company Chartershall use reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after the Proxy Statement is cleared by the staff of the SEC for mailing to the Company's shareholders.
(b) The Company shall, and as soon as practicable following the Company Bylaws: (i) date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from (the SEC "Shareholders Meeting") in accordance with applicable Law and the Company's articles of the Proxy Statement incorporation and bylaws for the purpose of securing the Company obtaining Shareholder Approval (such meeting, with respect to this Agreement and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company Merger and shall, through the Company BoardBoard of Directors of the Company, advise and subject to Section 4.2(c), recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub Merger and the Company will cooperate and consult with each other in the preparation of the Proxy Statementtransactions contemplated hereby. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable but subject to its rights under Section 4.2, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal. Notwithstanding any withdrawal, modification or change in any approval or recommendation of the information relating Board of Directors of the Company, the Company shall hold the Shareholders Meeting pertaining to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statementthis Section 5.1(b). The Company shall use its commercially reasonable efforts to resolve ensure that all SEC comments (proxies solicited in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared connection with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC Shareholders Meeting are solicited in compliance with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by all applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy StatementLaws.
(c) At Parent shall (i) provide the Company Shareholders’ with all information concerning Parent or the Merger Sub reasonably requested by the Company to be included in the Proxy Statement and (ii) at the Shareholders Meeting, each of Mx. Xxx and Parent shall if held, or any postponement or adjournment thereof (or at any other meeting at which the Merger or this Agreement are considered by shareholders), vote, and Parent shall or cause its Subsidiaries to votebe voted, all of the shares of Company Common Stock Beneficially then owned by each it, the Merger Sub or any of Mx. Xxxits other subsidiaries, Parent and Parent’s Subsidiaries if any, in favor of the approval and adoption and approval of this Agreement and the Mergertransactions contemplated hereby.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement Statement, and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail each of the Company and Buyer shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other filings that are required to be filed by such party in connection with the transactions contemplated hereby (the “Other Filings”). Each of the Company and Buyer shall furnish all information concerning itself and its shareholders Affiliates that is required to be included in the Proxy Statement a sufficient time prior or, to the Company Shareholders Meetingextent applicable, which shall be held no later than 60 days after the date Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company Buyer shall use its commercially reasonable best efforts to resolve all respond as promptly as practicable to any comments of the SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the holders of Company Common Stock Company’s shareholders as promptly as reasonably practicable after the date of this Agreement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement is cleared or the Other Filings and shall provide the other party with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand relating to the Proxy Statement or the Other Filings. If at any time prior to the Company Shareholders’ Meeting, any information relating to the Company, Buyer or any of their respective Affiliates, officers or directors, should be discovered by the Company or Buyer which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings, so that the Proxy Statement or the Other Filings 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 light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SECSEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company party responsible for filing or mailing such document shall provide Parent and MergerSub with a reasonable the other party an opportunity to review and comment on such document or response and, unless there has been a Change of Recommendation pursuant to 5.06(c) and termination in accordance with the Proxy Statement or such response and termination provisions hereof, shall include in such documents document or response comments reasonably proposed by Parent and MergerSubthe other party. ParentSubject to Section 5.06(c), MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in (x) the Proxy Statement which shall have become false or misleading. If contain the recommendation of the Company Board that the shareholders of the Company vote to adopt and approve this Agreement and the Merger and (y) if requested to do so by Buyer at any time prior to the Company Shareholders’ Meeting (as defined in Section 5.04(b)) and subject to compliance with applicable Laws, if there shall have been publicly announced an alternative Acquisition Proposal, the Company Board shall within a five days following such request (and in any event prior to the Company Shareholders’ Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the shareholders of the Company accept an alternative Acquisition Proposal.
(b) The Company shall duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”), as promptly as reasonably practicable after the date of this Agreement for the purpose of voting upon the adoption of this Agreement.
(c) Buyer shall cause any and all shares of the Company Common Stock owned by Buyer to be voted in favor of the approval of this Agreement.
(d) Subject to Section 5.06(c), the Company will use reasonable best efforts to solicit from its shareholders proxies in favor of the adoption of this Agreement and will take all other action necessary or advisable to secure the vote or consent of its shareholders required by the rules of the NASDAQ or applicable Law to obtain such approvals. Unless this Agreement shall have been terminated in accordance with Section 9.01, nothing contained in herein shall limit the Company’s obligation to convene and hold the Company Shareholders’ Meeting, regardless of whether the Company Board has effected a Change of Recommendation.
(e) The information supplied by Buyer for inclusion in the Proxy Statement or Other Filings shall not, at (i) the time filed with the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) or Other Filing is first mailed to the shareholders of the Company, (iii) the time of the Company Shareholders’ Meeting and (iv) the Effective Time, contain any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement untrue statement of a material fact or omit fail 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 were made, not misleading. If, at any time prior to the party which discovers such information Effective Time, any event or circumstance relating to Buyer, or its officers or directors, that should be set forth in an amendment or a supplement to the Proxy Statement or Other Filings should be discovered by Buyer, Buyer shall promptly notify inform the other parties hereto and, Company thereof. All documents that Buyer is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the extent required by applicable Law, an appropriate amendment or supplement describing such requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(f) The information shall be promptly filed supplied by the Company for inclusion in the Proxy Statement or Other Filings shall not, at (i) the time filed with the SEC and disseminated by SEC, (ii) the Company time the Proxy Statement (or any amendment thereof or supplement thereto) or Other Filing is first mailed to the shareholders of the Company. The Company shall as promptly as practicable , (iiii) notify Parent and MergerSub the time of the receipt Company Shareholders’ Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any oral material fact required to be stated therein or written comments from necessary in order to make the SEC with respect statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Proxy Statement and Effective Time, any request by event or circumstance relating to the SEC for Company or any Subsidiary, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between Other Filing should be discovered by the Company, the Company shall promptly inform Buyer. All documents that the Company is responsible for filing with the SEC in connection with the Transactions will comply as to form and its Representatives, on substance in all material respects with the one hand, applicable requirements of the Securities Act and the SEC, on the other hand, with respect to the Proxy Statement.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx rules and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement regulations thereunder and the MergerExchange Act and the rules and regulations thereunder.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall Agreement (and in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 event within 20 business days after the date that the Company is able to file its definitive Proxy Statement hereof), Seller shall, with the SECassistance of Purchaser, and (iii) otherwise comply in all material respects with all legal requirements applicable prepare the proxy statement to be sent to the Company shareholders of Seller in connection with the Shareholders MeetingMeeting (as amended or supplemented, the “Proxy Statement”). Parent, MergerSub Purchaser and the Company Seller will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub (i) Seller will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub Purchaser with a reasonable opportunity to review and comment on the Proxy Statement and (ii) upon Seller’s request, Purchaser will promptly furnish to Seller the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. Each of the parties hereto shall cause the Proxy Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act and (ii) the rules and regulations of The NASDAQ Stock Market.
(b) Seller agrees that none of the information supplied or such response to be supplied by Seller for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the shareholders of Seller and shall include at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in such documents order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Purchaser agrees that none of the information supplied or response comments reasonably proposed to be supplied by Parent Purchaser for inclusion in the Proxy Statement will, at the date it is first mailed to the shareholders of Seller and MergerSubat the time of the Shareholders Meeting, 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. ParentFor purposes of the foregoing, MergerSub it is understood and the Company agreed that information concerning or related to Seller or any Affiliate thereof will be deemed to have been supplied by Seller and information concerning or related to Purchaser or any Affiliate thereof will be deemed to have been supplied by Purchaser.
(c) Each of Seller and Purchaser agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company Seller shall as promptly soon as reasonably practicable (i) notify Parent and MergerSub Purchaser of the receipt of any oral or written comments from or other correspondence with the SEC staff with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information (and promptly deliver a copy of such comments, correspondence or request to Purchaser).
(d) As soon as reasonably practicable following the date of this Agreement, Seller, acting through its board of directors, and in accordance with applicable Law, shall (i) duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of authorizing this Agreement, the Acquisition and the other transactions contemplated hereby (the “Shareholders Meeting”) and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to (A) include in the Proxy Statement.
Statement the Seller Board Recommendation and (cB) At use its reasonable best efforts to obtain the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor necessary approval of the adoption and approval transactions contemplated by this Agreement by the shareholders of Seller; provided, however, in the case of clause (ii), that the Seller board of directors may fail to take any such actions and/or may withdraw, modify or change in a manner adverse to Purchaser all or any portion of the Seller Board Recommendation solely in accordance with Section 5.02(b). Without limiting the generality of the foregoing, Seller agrees that its obligations pursuant to clause (i) of the foregoing sentence of this Agreement and Section 5.06(d) shall not be affected by the Mergercommencement, public proposal, public disclosure or communication to Seller or any other Person of any TSG Proposal, Seller Takeover Proposal or the occurrence of any Adverse Recommendation Change.
Appears in 1 contract
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, AMLI shall in accordance prepare and file with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the a preliminary Proxy Statement for the purpose of securing calling the Company AMLI Shareholder Approval (such meeting, and any postponement or adjournment thereof, Meeting to obtain the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company AMLI Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company provided, that AMLI shall (i) prepare consult with Purchaser and file with the SEC the provide Purchaser a reasonable opportunity to review and comment on such preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which filing. The parties shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will reasonably cooperate and consult with each other in the preparation of the Proxy StatementStatement and to have such document cleared by the SEC as promptly as practicable after such filing. Without limiting AMLI will notify Purchaser promptly following the generality receipt of any comments from the foregoing, Parent SEC and MergerSub will furnish as soon as reasonably practicable of any request by the SEC for amendments or supplements to the Company Proxy Statement or for additional information and will supply Purchaser with copies of all correspondence with the information relating SEC with respect to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company Proxy Statement, and any supplement or amendment thereto, shall comply in all material respects with all applicable requirements of Law. AMLI shall date the Proxy Statement as of the approximate date of mailing to its shareholders and shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to its shareholders at the holders of Company Common Stock as promptly as earliest practicable after the Proxy Statement date. Whenever any event occurs which is cleared with the SEC. Notwithstanding anything required to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement, (i) Purchaser or AMLI, as the case may be, shall promptly inform the other of such occurrences, (ii) AMLI shall prepare and file with the SEC any such amendment or supplement to the Proxy Statement; provided, however, that no amendment or supplement to the Proxy Statement so will be made without prior consultation with Purchaser and providing Purchaser a reasonable opportunity to review and comment on such amendment or supplement, (iii) AMLI shall use its commercially reasonable efforts to have any such amendment or supplement cleared for mailing, to the extent necessary, to AMLI shareholders as promptly as practicable after such filing and (iv) AMLI shall use its commercially reasonable efforts to have any such amendment or supplement mailed to its shareholders at the earliest practicable date.
(b) AMLI will, as soon as practicable following the date on which the Proxy Statement is cleared by the SEC, duly call, give notice of, convene and hold the AMLI Shareholder Meeting (but in no event shall such meeting be held sooner than 20 days, or except as provided in Section 5.1(c) later than 60 days, following the date the Proxy Statement is mailed to its shareholders), for the purpose of obtaining the AMLI Shareholder Approval. AMLI will, through the AMLI Board of Trustees, recommend to its shareholders approval of the Merger and the other transactions contemplated hereby and further covenants that the Proxy Statement would not will include any misstatement of a material fact or omit to state any material fact necessary to make such recommendation (the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, “AMLI Recommendation”) except to the extent required by applicable Law, an appropriate amendment or supplement describing that the AMLI Board of Trustees shall have withdrawn such information shall be promptly filed by the Company recommendation in accordance with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy StatementSection 5.6 hereof.
(c) At If on the Company Shareholders’ Meetingdate of the AMLI Shareholders Meeting or any subsequent adjournment thereof pursuant to this Section 5.1(c), each AMLI has not received proxies representing a sufficient number of Mx. Xxx AMLI Common Shares to approve the Merger, AMLI shall adjourn the AMLI Shareholder Meeting until such date as shall be mutually agreed upon by AMLI and Parent Purchaser, which date shall votenot be less than ten days nor more than 20 days after the date of adjournment, and Parent shall cause continue to use its Subsidiaries commercially reasonable efforts, together with its proxy solicitor, to vote, all shares assist in the solicitation of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of proxies from shareholders relating to the adoption and approval of this Agreement and the MergerAMLI Shareholder Approval.
Appears in 1 contract
Samples: Merger Agreement (Morgan Stanley)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the CompanyCompany shall prepare and file with the SEC, acting through and Parent and Merger Sub shall cooperate with the Company Board, shall in accordance with applicable Lawsuch preparation and filing of, the Proxy Statement. The Company Chartershall use reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after the Proxy Statement is cleared by the staff of the SEC for mailing to the Company's shareholders.
(b) The Company shall, and as soon as practicable following the Company Bylaws: (i) date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from (the SEC "SHAREHOLDERS MEETING") in accordance with applicable Law and the Company's articles of the Proxy Statement incorporation and bylaws for the purpose of securing the Company obtaining Shareholder Approval (such meeting, with respect to this Agreement and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company Merger and shall, through the Company BoardBoard of Directors of the Company, advise and subject to Section 4.2(c), recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub Merger and the Company will cooperate and consult with each other in the preparation of the Proxy Statementtransactions contemplated hereby. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable but subject to its rights under Section 4.2, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal. Notwithstanding any withdrawal, modification or change in any approval or recommendation of the information relating Board of Directors of the Company, the Company shall hold the Shareholders Meeting pertaining to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statementthis Section 5.1(b). The Company shall use its commercially reasonable efforts to resolve ensure that all SEC comments (proxies solicited in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared connection with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC Shareholders Meeting are solicited in compliance with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by all applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy StatementLaws.
(c) At the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent shall cause its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor of the adoption and approval of this Agreement and the Merger.
Appears in 1 contract
Samples: Merger Agreement (Roadway Corp)
Preparation of Proxy Statement; Shareholders Meeting. (a) As The Company shall, as soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders Commission the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which in preliminary form (provided that SG and its counsel shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the holders of Company Common Stock as promptly as practicable after the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a given reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parentprior to its filing with the Commission), MergerSub and the Company agree shall use its best efforts to correct respond as soon promptly as reasonably practicable to any information provided comments of the Commission with respect thereto. The Company shall notify SG promptly of the receipt of any comments from the Commission or its staff and of any request by it the Commission or its staff for use in amendments or supplements to the Proxy Statement which or for additional information and shall have become false supply SG with copies of all correspondence between the Company or misleadingany of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt (or waiver) of the Effective Time, Agreed Shareholder Approval there shall occur any information should be discovered by any party which event that should be set forth in an amendment or supplement to the Proxy Statement so that Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall use reasonable efforts to cause the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary be mailed to make the statements therein, in Company’s shareholders as promptly as practicable after filing with the light Commission. Subject to the fiduciary duties under applicable law of the circumstances under which they were madeCompany’s Board of Directors, not misleading(i) the Proxy Statement shall contain the recommendation of the Company’s Board of Directors, acting upon the party which discovers such information shall promptly notify recommendation of the other parties hereto andIndependent Committee, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to that the shareholders of the Company. The Company shall as promptly as practicable (i) notify Parent vote to adopt and MergerSub of approve this Agreement and the receipt of any oral or written comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information Merger and (ii) provide Parent if requested to do so by SG at any time prior to the Shareholders Meeting and MergerSub subject to compliance with copies their fiduciary duties under applicable law, if there shall have been publicly announced an alternative Acquisition Proposal (as hereinafter defined), the Company’s Board of all written correspondence between Directors, acting upon the recommendation of the Independent Committee, shall within a reasonable period of time following such request (and prior to the Shareholders Meeting) publicly reaffirm such recommendation and/or shall publicly announce that it is not recommending that the shareholders of the Company accept an alternative Acquisition Proposal, provided that such reaffirmation or announcement does not require significant delay in the timing of the Shareholders Meeting.
(b) The Company shall, as soon as practicable following the date of execution of this Agreement, duly call, give notice of, convene and its Representatives, on hold a Shareholders Meeting for the one hand, purpose of seeking the shareholder approval of this Agreement and the SECMerger. Subject to compliance with their fiduciary duties under applicable law, on the other handCompany’s Board of Directors, with respect acting upon the recommendation of the Independent Committee, shall recommend to its shareholders that they adopt and approve this Agreement and the Merger. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the Proxy Statementfirst sentence of this Section 5.2(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal.
(c) At SG and the Company Shareholders’ Meeting, each of Mx. Xxx and Parent shall vote, and Parent Principals shall cause its Subsidiaries to vote, any and all shares of Company Common Stock Beneficially beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries SG or the Principals to be voted in favor of the adoption and approval of this Agreement and the Merger.
(d) SG shall, as soon as practicable following the date of this Agreement, prepare and, together with the Company, file with the Commission the Schedule 13E-3 (provided that the Company and its counsel shall be given reasonable opportunity to review and comment on the Schedule 13E-3 prior to its filing with the Commission), and SG, together with the Company, shall use its best efforts to respond as promptly as practicable to any comments of the Commission with respect thereto. SG shall notify the Company of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments to the Schedule 13E-3 or for additional information and shall supply the Company with copies of all correspondence between SG or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Schedule 13E-3. If at any time prior to receipt of the Agreed Shareholder Approval there shall occur any event that should be set forth in an amendment to the Schedule 10X-0, XX shall promptly prepare and, together with the Company, file with the Commission such amendment.
Appears in 1 contract
Samples: Merger Agreement (Ecometry Corp)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable Promptly following the date of this Agreement, the Company shall prepare a proxy statement relating to the Shareholders Meeting (i) the "Proxy Statement"), and the Company shall prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following the date of this Agreement, (ii) mail to its shareholders Commission the Proxy Statement a sufficient time prior to Statement. Parent will cooperate with the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement in connection with the SEC, and (iii) otherwise comply in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoingStatement including, Parent and MergerSub will furnish as soon as reasonably practicable but not limited to, furnishing to the Company the any and all information relating regarding Parent or Purchaser and their affiliates as may be required to it required be disclosed therein. The information provided and to be provided by the Exchange Act Parent and the rules and regulations promulgated thereunder to be set forth Company, respectively, for use in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments (in consultation with Parent ) with respect to Statement shall, at the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be date it is first mailed to the holders of Company Common Stock as promptly as practicable after Company's shareholders and on the Proxy Statement is cleared with the SEC. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments date of the SEC with respect theretoShareholders Meeting referred to below, the Company shall provide Parent be true and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response correct in all material respects and shall include not omit to state any material fact required to be stated therein or necessary in order to make such documents or response comments reasonably proposed by Parent and MergerSub. Parentinformation not misleading, MergerSub and the Company and Parent each agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. .
(b) The Company shall will as promptly as practicable notify Parent of (i) notify Parent and MergerSub of the receipt of any oral or written comments from the SEC with respect to the Proxy Statement Commission and (ii) any request by the SEC Commission for any amendment to the Proxy Statement or for additional information and (ii) provide Parent and MergerSub with copies of all written correspondence between information. All filings by the Company and its Representativeswith the Commission, on the one hand, and the SEC, on the other hand, with respect to including the Proxy Statement.Statement and any 14
(c) At The Company will: (i) as promptly as practicable following the Company Shareholders’ date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders Meeting, each ") for the purpose of Mx. Xxx approving this Agreement and Parent shall votethe transactions contemplated hereby to the extent required by the WBCL and the Company's Restated Articles of Incorporation; (ii) through its Board of Directors, and Parent shall cause subject to the other provisions hereof, recommend to its Subsidiaries to vote, all shares of Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries in favor shareholders approval of the adoption foregoing matters; and (iii) use its reasonable best efforts to obtain the necessary approval of this Agreement and the Mergertransactions contemplated hereby by its shareholders; provided, however, that, subject to Section 6.8(b), the Company may fail to make or withdraw or modify such recommendation and shall not be obligated to use its reasonable best efforts or take any action pursuant to this Section 6.1 if the Company shall have concluded in good faith, based on advice from outside legal counsel to the Company, that such actions would be in breach of the Company's Board and Directors' fiduciary duties under applicable law. Any such recommendation, together with a copy of the opinion referred to in Section 3.14, shall be included in the Proxy Statement.
Appears in 1 contract
Samples: Merger Agreement (Safety Kleen Corp)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the The Company shall (i) prepare and file with the SEC the preliminary Proxy Statement and Schedule 13E-3SEC, which filing shall be no later than 30 days following as promptly as reasonably practicable after the date of this Agreementhereof, a proxy statement in preliminary form relating to the Shareholders Meeting (ii) mail to its shareholders such proxy statement, including any amendment or supplement thereto, the “Proxy Statement a sufficient time prior Statement”). Parent shall as promptly as reasonably practicable furnish to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that any and all information relating to Parent required or reasonably requested by the Company is able to file its definitive Proxy Statement with the SEC, and (iii) otherwise comply be included in all material respects with all legal requirements applicable to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the including any information relating to it required by under the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statementthereunder. The Company shall use its commercially reasonable efforts agrees that at the date of mailing to resolve all SEC comments (in consultation with Parent ) with respect to shareholders of the Company and at the time of the Shareholders Meeting, the Proxy Statement as promptly as practicable after receipt thereof will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. In furtherance of the foregoing, the Company agrees to cause the Proxy Statement Statement, at the date of mailing to be mailed shareholders of the Company, to include and disclose to its stockholders the holders Company’s best reasonable estimate of Company Common Stock the range and expected amounts of Selling Expenses and Per Share Selling Expenses; and in the event that the actual amount of total Selling Expenses (or the updated best reasonable estimate thereof, as promptly as practicable after determined in good faith by the Company’s Chief Financial Officer) is greater than the amount of the best estimate indicated in the Proxy Statement is cleared with the SEC. Notwithstanding anything by more than $100,000 (or approximately $0.005 per share), then not less than five (5) business days prior to the contrary stated above, prior time of the Shareholders Meeting the Company will provide supplemental disclosure (by the filing of a Form 8-K or other appropriate means) to its shareholders of the updated amount of such expenses and the corresponding Cash Consideration amount. Prior to filing or mailing the Proxy Statement (or or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement such document or such response response, and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective Time, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the shareholders of the Company. The Company shall as promptly as reasonably practicable review and comment on such document and response.
(ib) The Company shall promptly notify Parent and MergerSub of the receipt of any and all written comments and material oral or written comments from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment to the Proxy Statement or supplement thereto or for any material additional information and (ii) shall promptly provide to Parent and MergerSub with copies of all written correspondence between the Company and and/or any of its Representatives, on the one hand, Representatives and the SEC, on the other hand, SEC with respect to the Proxy Statement. The Company and Parent shall each use reasonable best efforts to reasonably promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC.
(c) At The Company, acting through the Company Shareholders’ Board, or such committee thereof, will take, in accordance with Applicable Law and its articles of incorporation and bylaws, all reasonable action necessary to convene a meeting of record holders of Company Common Stock (the “Shareholders Meeting”) as promptly as reasonably practicable after the date of mailing of the Proxy Statement to consider and vote upon the adoption of this Agreement. Notwithstanding anything herein to the contrary, the Company shall be permitted to delay or postpone convening the Shareholders Meeting, each or adjourn the Shareholders Meeting beyond the time that the Shareholders Meeting would otherwise be held, if determined by the Company in good faith, after receipt of Mx. Xxx and Parent shall voteadvice to such effect by outside counsel, and Parent shall cause its Subsidiaries to votethat such delay, all postponement or adjournment is required by Applicable Law, including by the fiduciary duties of the Company Board or, if as of the time for which the Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock Beneficially owned represented (either in person or by each proxy) in order to approve the Merger or to constitute a quorum necessary to conduct the business of Mxthe Shareholders Meeting. XxxSubject to Section 4.02, Parent the Company Board shall include its recommendation that the shareholders of the Company approve and Parent’s Subsidiaries adopt this Agreement in the Proxy Statement and shall solicit proxies in favor of such approval and adoption. The foregoing notwithstanding, the adoption and approval of this Agreement and the MergerCompany shall not be required to engage any third party proxy solicitor to assist in such solicitation.
Appears in 1 contract
Samples: Merger Agreement (Jagged Peak, Inc.)
Preparation of Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following after the date of this AgreementAgreement (and, in any event, not later than the Company, acting through the Company Board, shall in accordance with applicable Law, the Company Charter, and the Company Bylaws: (i) duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following no further comments from the SEC of the Proxy Statement for the purpose of securing the Company Shareholder Approval (such meeting, and any postponement or adjournment thereof, the “Company Shareholders Meeting”15th Business Day immediately thereafter), (ii) except to the extent that the Company Board has effected or effects a Company Adverse Recommendation Change in accordance with the terms of Section 7.03(d), the Company shall, through the Company Board, advise and recommend to its shareholders the approval of the Merger (the “Merger Recommendation”) and shall include such recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Company Shareholders’ Meeting, the Company Shareholder Approval.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall (i) prepare (with Parent’s reasonable cooperation to the extent required) and file with the SEC a proxy statement (as amended or supplemented from time to time, the preliminary “Proxy Statement”) to be sent to the shareholders of the Company relating to the special meeting of the Company’s shareholders (the “Company Shareholders Meeting”) to be held to consider the approval of this Agreement and (ii) set a record date for the Company Shareholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. No filing or mailing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon (and the Company shall include all additional disclosures and corrections (and shall consider in good faith all other comments) reasonably proposed in a timely manner by Parent with respect thereto). The Company will advise Parent promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement or comments on the Proxy Statement and Schedule 13E-3, which filing shall be no later than 30 days following responses thereto or requests by the date of this Agreement, (ii) mail to its shareholders the Proxy Statement a sufficient time prior to the Company Shareholders Meeting, which shall be held no later than 60 days after the date that the Company is able to file its definitive Proxy Statement with the SECSEC for additional information, and (iii) otherwise comply in all material respects will promptly provide Parent with all legal requirements applicable complete and accurate copies of any written communication from the SEC or any state securities commission and a reasonable opportunity to the Company Shareholders Meeting. Parent, MergerSub and the Company will cooperate and consult with each other participate in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent and MergerSub will furnish as soon as reasonably practicable to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statementresponses thereto. The Company shall use its commercially reasonable efforts respond to resolve all any requests or comments from the SEC comments (in consultation with Parent ) with respect to the Proxy Statement as promptly as practicable after receipt thereof and will provide Parent a reasonable opportunity to review and comment thereon (and the Company shall include all additional disclosures and corrections (and shall consider in good faith all other comments) reasonably proposed in a timely manner by Parent in such any response). The Company shall cause the Proxy Statement to be mailed to shareholders of the holders Company on or prior to the fifth (5th) Business Day after the resolution of any comments thereon from the SEC or, if the SEC does not inform the Company Common Stock as promptly as practicable after that it intends to review the Proxy Statement on or before the 10th calendar day following the filing of the Proxy Statement, on or prior to the fifth (5th) Business Day following such 10th calendar day. The Company shall use reasonable best efforts to cause all documents that it is cleared responsible for filing with the SECSEC or other regulatory authorities under this Section 5.5(a) to comply in all material respects with all applicable requirements of Law. Notwithstanding anything to the contrary stated aboveIf, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and MergerSub with a reasonable opportunity to review and comment on the Proxy Statement or such response and shall include in such documents or response comments reasonably proposed by Parent and MergerSub. Parent, MergerSub and the Company agree to correct as soon as reasonably practicable any information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Effective TimeCompany Shareholder Meeting, any information should be discovered by any party which should the Company or Parent that is required to be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would not include contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall promptly be promptly filed by the Company with the SEC and and, to the extent required under applicable Law, disseminated by the Company to the shareholders of the Company; provided, that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by any party hereunder or otherwise affect the remedies available hereunder to any party.
(b) Unless this Agreement is validly terminated in accordance with its terms, and notwithstanding any Adverse Recommendation Change in accordance with Section 5.4(d) or Section 5.4(e), as promptly as reasonably practicable following the resolution of any comments on the Proxy Statement from the SEC (or, if the SEC does not inform the Company that it intends to review the Proxy Statement on or before the 10th calendar day following the filing of the Proxy Statement, as promptly as reasonably practicable following such 10th calendar day), the Company, acting through the Company Board, shall duly call, give notice of, convene and hold the Company Shareholders Meeting for the purpose of obtaining the Company Shareholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith. The Company Shareholders Meeting shall as promptly as practicable be held not later than the 30th calendar day immediately following the date of the mailing of the Proxy Statement absent any legal restraint that prevents such action. Notwithstanding the foregoing, the Company (after consultation with Parent and outside counsel) may or (if requested by Parent) shall adjourn or postpone the Company Shareholders Meeting if (i) notify the Company or Parent and MergerSub reasonably determines that the Company Shareholder Approval is unlikely to be obtained at the Company Shareholders Meeting (including due to an absence of quorum), (ii) the receipt of any oral Company is required to postpone or written comments adjourn the Company Shareholder Meeting by applicable law or by order or a request from the SEC with respect to or its staff, (iii) the Proxy Statement and any request by the SEC Company Board reasonably determines that it would be necessary or advisable for any required supplement or amendment to the Proxy Statement to be provided to the Company’s shareholders sufficiently in advance of the Company Shareholder Meeting for the Company Shareholders to evaluate or consider such supplement or amendment (including in connection with an Adverse Recommendation Change), or (iv) if as of the time for additional information and which the Company Shareholders Meeting is originally scheduled (iias set forth in the Proxy Statement) provide or thereafter re-scheduled in accordance with the terms of this Agreement, there are insufficient affirmative votes for the shareholders of the Company to duly approve this Agreement; provided that, the Company Shareholder Meeting will not be postponed or adjourned without the mutual agreement of Parent and MergerSub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand(A) by more than 10 calendar days at a time or, with respect to any postponement or adjournment contemplated by the Proxy Statementforegoing clauses (i) or (iv), more than three times in the aggregate; (B) with respect to Section 5.5(b)(iv), by more than 30 calendar days after the date on which the Company Stockholder Meeting was (or was required to be) originally scheduled; or (C) to a date that is fewer than ten Business Days prior to the Termination Date. In no event will the record date of the Company Shareholder Meeting be changed without Parent’s prior written consent (not to be unreasonably withheld), unless required by applicable Law.
(c) At Unless this Agreement is validly terminated in accordance with its terms and except to the extent that the Company Shareholders’ MeetingBoard shall have effected an Adverse Recommendation Change in accordance with Section 5.4(d) or 5.4(e), each the Company, through the Company Board, shall (i) recommend to the shareholders of Mxthe Company that they approve this Agreement and the transactions contemplated hereby and (ii) include such recommendation in the Proxy Statement. Xxx Unless this Agreement is validly terminated in accordance with Section 7.1 and, to the extent required under the terms of this Agreement, the Company pays to Parent the Termination Fee in accordance with Section 7.3, the Company’s obligations pursuant to Section 5.5(b) and Parent this Section 5.5(c) shall votenot be affected by the commencement, public proposal, public disclosure or communication to the Company or any other Person of any Acquisition Proposal. Subject to Section 5.4(d) and Parent Section 5.4(e), the Company shall cause its Subsidiaries to vote, all shares (x) solicit from the shareholders of the Company Common Stock Beneficially owned by each of Mx. Xxx, Parent and Parent’s Subsidiaries proxies in favor of the adoption and approval of this Agreement and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith, and (y) use reasonable best efforts to secure the Mergervote of the shareholders of the Company required by the Company Charter, the rules of NASDAQ or the Oregon Act to obtain such approvals.
Appears in 1 contract
Samples: Merger Agreement (Electro Scientific Industries Inc)
