Preparation of Proxy Statement; Stockholder Meeting. (a) As promptly as practicable following the date hereof, Parent and the Company shall jointly prepare and Parent shall file with the SEC a registration statement on Form S-4 to register under the Securities Act the offer and sale of Parent Common Stock pursuant to the Merger (the “Form S-4”), which shall include a proxy statement in preliminary form related to the Company Stockholder Meeting, which shall also serve as the prospectus of Parent in connection with the offer and sale of Parent Common Stock pursuant to the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use its reasonable best efforts to (i) have the Form S-4 declared effective under the Securities Act as promptly as practicable after its filing, (ii) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act, and (iii) keep the Form S-4 effective for so long as necessary to complete the Merger. The Company shall file with the SEC the Proxy Statement/Prospectus in definitive form as soon as practicable after the Form S-4 is declared effective by the SEC. Each of the Parties shall furnish to the other all information concerning such Party that is required by applicable Laws to be included in the Form S-4 and the Proxy Statement/Prospectus so as to enable Parent to file the Form S-4 and the Company to comply with its obligations under this Section 5.4(a). Parent, Merger Sub and the Company shall cooperate in good faith to determine the information regarding each of them that is necessary to include in the Form S-4 and the Proxy Statement/Prospectus in order to satisfy applicable Laws. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it or any of its Representatives for use in the Form S-4 and the Proxy Statement/Prospectus if and to the extent that such information shall have become false or misleading in any material respect. Each Party shall (A) provide the other and their respective counsels with a reasonable opportunity to review and comment on the Form S-4 and the Proxy Statement/Prospectus (and any amendments or supplements to the foregoing) prior to the filing thereof with the SEC, and shall give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel, (B) promptly notify the other Party of the receipt of, and promptly provide ...
Preparation of Proxy Statement; Stockholder Meeting. The Company shall, as promptly as practicable, prepare and file with the Commission a proxy statement (the "Proxy Statement") with respect to the stockholder approval of the Stock Purchase and the Charter Amendment. The Company shall cause the Proxy Statement and the accompanying solicitation of proxies to comply with applicable Law, including the Exchange Act, and any rule or listing requirement of any national stock exchange or Commission recognized trading market on which securities issued by the Company are listed or quoted. The Company shall provide the Investors and their counsel with (a) a reasonable opportunity to review and comment on any draft of the Proxy Statement or any amendment or supplement thereto prior to its filing with the Commission, and (b) copies of all such filings and all written comments (and details of all oral comments) received from the Commission with respect thereto promptly following receipt thereof. If at any time prior to the Closing Date any event should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly so advise the Investors and such event shall be so described, and such amendment or supplement (which the Investors shall have a reasonable opportunity to review prior to its filing) shall be promptly filed with the Commission and, to the extent required by applicable Law or any rule or listing requirement of any national stock exchange or Commission recognized trading market on which securities issued by the Company are listed or quoted, disseminated to the stockholders of the Company. The Company shall use its commercially reasonable efforts to cause such Proxy Statement to be mailed to its stockholders at the earliest practicable date. The Company shall take all lawful action to (i) cause a special meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held as soon as practicable after the date of this Agreement for the purpose of voting on the approval of the Stock Purchase and the Charter Amendment, and (ii) solicit proxies from its stockholders to obtain the Company Requisite Vote for the approval of the Stock Purchase and the Charter Amendment. The Board of Directors shall recommend that the Company's stockholders approve the Stock Purchase and the Charter Amendment, and the Board of Directors shall not withdraw, amend or modify, in a manner adverse to the Investors, such recommendation (or announce publicly ...
Preparation of Proxy Statement; Stockholder Meeting. (a) As promptly as practicable after Buyer or MergerCo first purchases Shares pursuant to the Offer, and if required by applicable law, the Company shall prepare and file with the SEC a preliminary proxy or information statement in accordance with the Exchange Act relating to the Merger and this Agreement and use its best efforts (x) to obtain and furnish the information required to be included by the Exchange Act and the SEC in the Proxy Statement and, after
Preparation of Proxy Statement; Stockholder Meeting. (a) Promptly following the date of this Agreement (and in no event later than ten business days following execution and delivery of this Agreement), the Company (i) shall prepare a proxy statement (the "Proxy Statement")and other materials relating to the solicitation of the vote of a majority of the issued and outstanding shares of the Company's common stock, ("Common Stock"), in favor of this Agreement and the consummation of the transactions contemplated hereby and (ii) shall file preliminary proxy materials with the Securities and Exchange Commission ("SEC"). The Company shall use its commercially reasonable efforts as promptly as practicable to respond to and resolve any comments raised by the SEC with respect to such materials. The Company will use its commercially reasonable efforts to cause the Proxy Statement and other materials to be mailed to the Company's stockholders as promptly as practicable and in any event no later than the eleventh (11th) calendar day following clearance by the SEC for distribution.
Preparation of Proxy Statement; Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, Seller shall prepare and file with the Securities and Exchange Commission (the “SEC”) a proxy statement relating to the approval of the transactions contemplated by this Agreement by Seller’s stockholders (as amended or supplemented from time to time, the “Proxy Statement”) and Seller shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to Seller’s stockholders as promptly as reasonably practicable following the date of this Agreement. Seller shall promptly notify 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 and shall provide Purchaser with copies of all correspondence between Seller and its representatives, on the one hand, and the SEC and its staff, on the other hand. 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, Seller shall (i) provide Purchaser the reasonable opportunity to review and comment on such document or response prior to any filing of such document or response to any comments of the SEC and consider in good faith Purchaser’s comments, (ii) include in such document or response all comments reasonably proposed by Purchaser with respect to any statement or information specifically relating to the Purchaser.
Preparation of Proxy Statement; Stockholder Meeting. (a) Promptly following the date of this Agreement, Parent shall prepare and file with the SEC a Solicitation Statement which will be used by Parent to solicit approval of its stockholders of the conversion feature for the Preferred Stock. Each of the Company and Parent shall use its reasonable best efforts to cause the Solicitation Statement to be filed with the SEC as promptly as practicable and to have the Solicitation Statement finalized as promptly as practicable after such filing. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Preferred Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock as may be reasonably requested in connection with any such action.
Preparation of Proxy Statement; Stockholder Meeting. (a) Seller Parent shall, in consultation with Buyer, prepare and file with the SEC as promptly as practicable, and in any event within 20 Business Days after the Effective Date, a preliminary version of the Proxy Statement to be sent to Seller Parent’s stockholders in connection with the Stockholder Meeting. Seller Parent shall not file the Proxy Statement (or any preliminary version thereof) with the SEC without first providing Buyer and its counsel a reasonable opportunity to review and comment thereon, and Seller Parent shall give reasonable and good faith consideration to all additions, deletions or changes suggested by Buyer or its counsel; provided that no disclosure relating specifically to non-public information about Buyer or its Affiliates may be made without Buyer’s prior approval. Seller Parent shall include in the Proxy Statement the Board Recommendation. If, prior to the expiration of the ten (10) day waiting period provided in Rule 14a-6 under the Exchange Act, Seller Parent does not receive either (i) comments from the SEC on the preliminary Proxy Statement or (ii) notice from the SEC that it will review the preliminary Proxy Statement, then Seller Parent shall file definitive proxy materials (including the definitive Proxy Statement) with the SEC and cause the definitive Proxy Statement to be mailed to Seller Parent’s stockholders as soon as reasonably practicable, and in any event not later than two (2) Business Days after the expiration of such waiting period. Seller Parent shall use commercially reasonable efforts to resolve all SEC comments, if any, with respect to the Proxy Statement as promptly as practicable after receipt thereof. Promptly following confirmation by the SEC that the SEC has no further comments, Seller Parent shall cause the definitive Proxy Statement to be filed with the SEC and mailed to Seller Parent’s stockholders. Seller Parent shall be responsible for 100% of the fees, costs and expenses associated with the preparation, filing and mailing of the Proxy Statement.
Preparation of Proxy Statement; Stockholder Meeting. (a) As promptly as reasonably practicable following the date hereof, SCVE shall prepare a proxy statement relating to the matters to be submitted to the SCVE stockholders at the SCVE Stockholders Meeting and the solicitation of the Required SCVE Vote (such proxy statement, and all amendments, supplements, annexes and exhibits thereto, the “Proxy Statement”). Each Party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with the preparation of the Proxy Statement. If at any time prior to the Effective Time any information relating to any of the Parties, or their respective affiliates, officers or directors, should be discovered by a Party which should be set forth in an amendment or supplement to the Proxy Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify and consult with the other Party hereto and, to the extent required by law, 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 disseminated to the stockholders of SCVE. Bancorp shall cooperate and assist SCVE in preparing the Proxy Statement, including furnishing to SCVE all information concerning BOS and Bancorp that SCVE may reasonably request in connection with preparation of such Proxy Statement. None of the information supplied or to be supplied by SCVE, BOS or Bancorp or any of their respective directors, officers, employees or agents for inclusion or in the Proxy Statement shall, at the time of SCVE Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to SCVE, Bancorp or BOS, as the case may be, necessary in order to make the statements therein with respect to SCVE, Bancorp or BOS, as the case may be, in light of the circumstances under which they are made not misleading.
Preparation of Proxy Statement; Stockholder Meeting. (a) The Company, acting through the Company Board and the Company Special Committee, shall, in accordance with applicable law duly call, give notice of, convene and hold a special meeting of its stockholders (the “Special Meeting”) as soon as practicable following the execution of this Agreement for the purpose of considering and taking action upon this Agreement and the Merger; and
Preparation of Proxy Statement; Stockholder Meeting. (a)......As promptly as practicable after Buyer or MergerCo first purchases Shares pursuant to the Offer, and if required by applicable law, the Company shall prepare the Proxy Statement. The Company will use its best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after clearance thereof with the SEC. If, at any time prior to the Stockholders Meeting, any event, with respect to the Company, its Subsidiaries, directors, officers, and/or the Merger or the other transactions contemplated hereby, shall occur, which is required to be described in the Proxy Statement, the Company shall so describe such event and, to the extent required by applicable law, shall cause it to be disseminated to the Company's stockholders.
