Preparation of Proxy Statement; Stockholder Meeting. (a) In connection with the Stockholder Meeting, the Company shall prepare and file with the SEC the Proxy Statement, amended to reflect the transactions and terms contemplated hereby and by the Settlement Agreement, as promptly as reasonably practicable, and in any event by no later than five (5) Business Days following the date hereof. The Investor and the Company shall cooperate in the preparation and filing of the Proxy Statement to the extent related to the transactions contemplated hereby. The Company will advise the Investor promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information insofar as any such request for amendment, comment, response or request for additional information relates to the transactions contemplated hereby and will promptly provide the Investor with copies of any written communication from the SEC or any state securities commission. The Company shall give the Investor and its counsel a reasonable opportunity to review and comment on the Proxy Statement, any amendments thereto and any responses of the Company in response to any request or comment of the SEC, in each case, to the extent related to the transactions contemplated hereby, and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Investor and its counsel. Other than the Proxy Statement, or as otherwise required by a court order or the Company’s governance documents, the Company shall agree not to file a proxy statement or amend the Proxy Statement, or take any action that would establish a new nomination deadline, relating to its next annual meeting of Stockholders until after the earlier of the Closing or the termination of this Agreement. The Company shall cause the Proxy Statement to be mailed to the Stockholders as promptly as reasonably practicable after it has been cleared by the SEC.
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. (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 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) 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 Proxy Statement which will be used by Parent to solicit approval of its stockholders of this Agreement, the Merger and the other transactions contemplated herein. Each of the Company and Parent shall use its reasonable best efforts to cause the Proxy Statement to be filed with the SEC as promptly as practicable and to have the Proxy 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 Parent 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) 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. 20 SECTION 6.02. Access to Information; Confidentiality.....................21 SECTION 6.03. Reasonable Best Efforts; Notification......................21 SECTION 6.04. Stock Options..............................................22 SECTION 6.05.
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. Promptly --------------------------------------------------- following the date of this Agreement, STG shall prepare and file with the SEC a Proxy Statement with the SEC. MCBA and the Selling Shareholders shall furnish to STG all information concerning MCBA and the Selling Shareholders as may be reasonably requested in connection with such action, and shall: (a) cause all information so provided to be true and correct in all material respects; (b) not omit from such information any material fact required to be stated therein or necessary in order to make such information not misleading, and (c) correct any information provided by it for use in the Proxy Statement that shall have become false or misleading
