Preparation of Proxy Statement. (a) Subject to Section 6.3 below, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders' Meeting there shall occur any event that is required under the Exchange Act or by the SEC to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such amendment or supplement; provided that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions. (b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement.
Appears in 1 contract
Samples: Merger Agreement (OCM Principal Opportunities Fund IV, LP)
Preparation of Proxy Statement. (a) Subject to Section 6.3 below, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "“Proxy Statement"”) (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' ’ Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders' ’ Meeting there shall occur any event that is required under the Exchange Act or by the SEC to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such amendment or supplement; provided that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions.
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's ’s Board of Directors, subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's ’s Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement.
Appears in 1 contract
Preparation of Proxy Statement. (a) Subject to Section 6.3 below, the The Company shall, as soon as practicable, but in any event within 10 Business Days following thirty (30) days after the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreementdate hereof, prepare and file (after providing Parent and the Purchaser Merger Sub with a reasonable opportunity to review and propose comments comment thereon) preliminary proxy materials (including including, without limitation, a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the meeting of the holders of the Shares shares of Company Common Stock to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy StatementPROXY STATEMENT") (or, if reasonably requested by Parent or the Purchaser Merger Sub and appropriate under the Exchange Actapplicable, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use its commercially reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser Merger Sub with a reasonable opportunity to review and propose comments comment thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders shareholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall notify Merger Sub promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements Statement or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the StockholdersShareholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders' Meeting there shall occur any event that is required under the Exchange Act or by the SEC to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such amendment or supplement; provided that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions.
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement.reasonably
Appears in 1 contract
Samples: Recapitalization Agreement and Plan of Merger (Equitrac Corporation)
Preparation of Proxy Statement. (a) Subject to Section 6.3 belowAs soon as practicable after the execution of this Agreement, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, shall prepare and file (after providing Parent and cause to be filed with the Purchaser with a reasonable opportunity to review and propose comments thereon) SEC preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") for the solicitation of approval of the shareholders of the Company of (ori) the issuance by the Company of shares of Common Stock pursuant to, if and purchase of shares of Common Stock by the exercise of, the Warrants, (ii) such other transactions contemplated hereby and pursuant to the Ancillary Documents as may reasonably requested by Parent or require approval of the Company's shareholders (together with clause (i), the "Shareholder Approval"), (iii) the election of directors and (iv) such other matters as the Company and the Purchaser and appropriate under may reasonably agree. Subject to compliance by the Exchange ActPurchaser of its covenants in this Section 5.1, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to Company shall cause the Proxy Statement being deemed related thereto to refer to such information statementmaterially comply with applicable law and the rules and regulations promulgated by the SEC, to the extent applicable) with the SEC and shall use reasonable best efforts to respond promptly to any comments of the SEC (after providing Parent or its staff and the Purchaser with a Company shall use reasonable opportunity to review and propose comments thereon) and best efforts to cause the Proxy Statement to be mailed to the Company's stockholders shareholders as promptly as practicable after responding to all such comments to the satisfaction practicable. Each of the SEC staff. The Company parties hereto shall promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such party all information relating to it concerning itself, its shareholders and its Affiliates and the Transactions and such further and supplemental information as that may be required or reasonably requested in connection with any action contemplated by the other partythis Section 5.1. If at any time prior to the Stockholders' Meeting there shall occur any event relating to any party occurs, or if any party becomes aware of any information, that is required under the Exchange Act or by the SEC to should be set forth disclosed in an amendment or supplement to the Proxy Statement, then such party shall inform the Company other thereof and shall promptly prepare and mail to its stockholders cooperate with each other in filing such amendment or supplement; provided that no supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company. The Proxy Statement will be made by shall include the recommendations of the Board of Directors of the Company without providing Parent in favor of the exercise of the Warrant and the Purchaser with a reasonable opportunity to review transactions contemplated hereby and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactionsthereby.
(b) The Each of the Company and the Purchaser agrees with respect to include the information to be supplied by such party that: (i) none of the information to be supplied by such party or its Affiliates for inclusion in the Proxy Statement will, at the unanimous recommendation of time the voting members Proxy Statement is mailed to the shareholders of the Company's Board , or as of Directorsthe Shareholders Vote, subject contain any untrue statement of a material fact or omit to state any modification, amendment or withdrawal thereof material fact required to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement.be
Appears in 1 contract
Samples: Investment Agreement (Valuevision International Inc)
Preparation of Proxy Statement. (a) Subject to Section 6.3 belowAs soon as practicable following the execution of this Agreement, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, shall prepare and file (after providing Parent and with the Purchaser with SEC a reasonable opportunity to review and propose comments thereon) preliminary proxy materials statement (including a Schedule 13e-3 filingas amended and supplemented, if required to be filed under the Exchange Act“Proxy Statement”) relating to meeting of the holders of the Shares to be held in connection with the Transactions meeting of its shareholders (together with any amendments thereof or supplements thereto, the "Proxy Statement"“Shareholders Meeting”) (or, if reasonably requested by Parent or to consider the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and Merger. The Company shall use its reasonable best efforts to respond to any written comments of the SEC (after providing Parent and or its staff, and, to the Purchaser with a reasonable opportunity to review and propose comments thereon) and extent permitted by law, to cause the Proxy Statement to be mailed to the Company's stockholders ’s shareholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall notify Buyer promptly notify Parent and the Purchaser 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 and the Purchaser Buyer with copies of all correspondence between the Company or any of its representativesRepresentatives, on the one hand, and the SECSEC or its staff, on the other hand, with respect to the Proxy Statement, any of Statement or the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other partyMerger. If at any time prior to the Stockholders' Shareholders Meeting there shall occur any event that is required under the Exchange Act or by the SEC to should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly inform Buyer. In such event, the Company, with the cooperation of Buyer and Merger Sub, will promptly prepare and mail to its stockholders shareholders such an amendment or supplement; . Buyer shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto and shall furnish the Company with all information required to be included therein with respect to Buyer or Merger Sub. Buyer and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement, any amendment or supplement thereto, and any such correspondence prior to its filing with the SEC or dissemination to the Company’s shareholders.
(b) The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of this Agreement and the Merger, provided that no the Board of Directors of the Company may withdraw such recommendation pursuant to Section 7.3(b).
(c) Without limiting the generality of the foregoing, each of the parties shall correct promptly any information provided by it to be used specifically in the Proxy Statement, if required, that shall have become false or misleading in any material respect and shall take all reasonable steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the Proxy Statement will be made by so as to correct the Company without providing Parent same and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions.
(b) The Company agrees to include in cause the Proxy Statement as so corrected to be disseminated to the unanimous recommendation of the voting members shareholders of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof in each case to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statementrequired by applicable law.
Appears in 1 contract
Preparation of Proxy Statement. (a) Subject (i) Parent will as promptly as practicable furnish to Section 6.3 belowthe Company such data and information relating to Parent and Merger Sub as the Company may reasonably request in writing for the purpose of including such data and information in, and to the extent required for inclusion in, the Company shall, within 10 Business Days following the acceptance for payment Proxy Statement and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, and (ii) Parent and Merger Sub shall otherwise reasonably assist and cooperate with the "Proxy Statement") (or, if reasonably requested by Parent or Company in the Purchaser and appropriate under the Exchange Act, an information statement in lieu preparation of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed and the resolution of any comments thereto received from the SEC.
(b) As promptly as reasonably practicable (and in no event, unless agreed in writing by Parent, later than twenty (20) Business Days) after the execution of this Agreement, the Company shall prepare the Proxy Statement in preliminary form and, subject to refer compliance in all material respects by Parent of clause (i) of Section 6.5(a) as of such time, cause to such information statement, to the extent applicable) be filed with the SEC and a Proxy Statement; provided that the Company shall use reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement such filing to be mailed to made within ten (10) Business Days after the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction date of the SEC staffthis Agreement. The Company shall will promptly notify advise Parent and the Purchaser of the receipt of any comments from the SEC and promptly after it receives notice thereof, of any request by the SEC for amendments amendment of, or supplements to comments on, the Proxy Statement and responses thereto or requests by the SEC for additional information and shall supply will promptly provide Parent and the Purchaser with copies of all such comments, requests or responses and of all correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, . The Company shall use reasonable best efforts to (A) promptly respond to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, including filing any of amendments or supplements to the Transaction Agreements Proxy Statement as may be necessary or advisable in order to address any of comments or requests from the Transactions. The Company will SEC or its staff, (B) cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to promulgated by the SEC and (C) have the Proxy Statement cleared (or deemed cleared) by the SEC as promptly as reasonably practicable after its initial filing in preliminary form and file the solicitation definitive proxy with the SEC. Prior to the filing of proxies for the Stockholders' Meeting Proxy Statement (whether in preliminary form or otherwise) or any amendment or supplement thereto with the SEC or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC or its staff with respect thereto, the Company or Parent, as applicable, shall provide the other party with a reasonable opportunity to review and to propose comments on such document or response (and any draft thereof), which comments the Company or Parent, as applicable, shall consider in good faith and shall incorporate if reasonable; provided, however, that, notwithstanding the foregoing or anything to the contrary herein, the Proxy Statement (whether in preliminary form or otherwise) any amendment or supplement thereto, or in any response to the SEC or its staff shall be reasonably acceptable in form and substance to Parent. None of the Company, Parent or any of their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any requirement to amend or supplement member of the staff thereof, in respect of the Proxy Statement) and each Statement unless it consults with the other party shall furnish in advance and, to the other such information relating to it extent permitted by the SEC, allows the Other Party and its Affiliates and Representatives to participate.
(c) Subject to the Transactions and such further and supplemental information as may be reasonably requested by applicable provisions of Section 6.4, the other party. Company shall cause the Proxy Statement to include the Company Board Recommendation.
(d) If at any time prior to the Stockholders' Meeting there shall occur Company Stockholders Meeting, any event information relating to Parent or the Company, or any of their respective Subsidiaries, Affiliates, officers or directors, should be discovered by Parent or the Company that is required under the Exchange Act or by the SEC to 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 Company statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly prepare notify the Other Party and mail to its stockholders such amendment or supplement; provided that no such an appropriate amendment or supplement to the Proxy Statement will shall be made promptly prepared and filed by the Company without providing with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company.
(e) Parent and the Purchaser Company shall each make all necessary filings required by it with respect to the Transactions under the Securities Act and the Exchange Act and the rules and regulations thereunder, provided that, prior to making any such filing, Parent or the Company, as applicable, shall provide the other party with a reasonable opportunity to review and to propose comments thereon on such document or response (and without the approval of Parent and the Purchaserany draft thereof), which approval shall not be unreasonably withheld. The comments the Company and its counsel shall permit or Parent, Purchaser as applicable, shall consider in good faith and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactionsshall incorporate if reasonable.
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement.
Appears in 1 contract
Samples: Merger Agreement (SOC Telemed, Inc.)
Preparation of Proxy Statement. (a) Subject to Section 6.3 below, the Company shall, within 10 Business Days As promptly as reasonably practicable following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for Closing, but, in this Agreementany case within sixty (60) days thereafter, prepare and Xxxxxxx shall file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials statement (including the “Proxy Statement”) for a Schedule 13e-3 filing, if required vote of its stockholders to be filed under approve the Exchange Act) relating to meeting issuance of the holders shares of Carmell Common Stock issuable upon conversion of the Shares to be held in connection with Carmell Series A Preferred Stock (the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and “Required Transaction Proposal”). The post-closing Company shall use its reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereonA) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable promulgated by the SEC (including, with respect to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmell, on the one hand, and the solicitation of proxies for Company, on the Stockholders' Meeting (including any requirement other hand, shall promptly furnish, or cause to amend or supplement the Proxy Statement) and each party shall furnish be furnished, to the other all information concerning such information relating to it Party and its Affiliates Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Transactions and such further and supplemental information as may be reasonably requested by the other partyAncillary Documents. If at any time prior to the Stockholders' Meeting there shall occur Party becomes aware of any event information that is required under the Exchange Act or by the SEC to should be set forth disclosed in an amendment or supplement to the Proxy Statement, the Company then (1) such Party shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mail mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, such agreement not to its stockholders such be unreasonably withheld, conditioned or delayed), an amendment or supplementsupplement to Proxy Statement; provided that no (3) Xxxxxxx shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the PurchaserCarmell Stockholders. Carmell shall, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with as soon as practicable following notification from the SEC and or its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions.
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation staff that it has completed its review of the voting members of preliminary proxy statement or that it will not review the Company's Board of Directorspreliminary proxy statement, subject to any modification, amendment or withdrawal thereof to file and mail a definitive proxy statement for the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms vote of its engagement letter with stockholders to approve the Company, consented to the inclusion of references to its opinion in the Proxy StatementRequired Transaction Proposal.
Appears in 1 contract
Preparation of Proxy Statement. (a) Subject to Section 6.3 belowAs soon as practicable following the date of this Agreement, the Company Parent shall, within 10 Business Days following with the acceptance for payment cooperation of Company and purchase of Shares by the Purchaser pursuant to the Offer and PA Management Team (as provided for defined in this AgreementArticle X), prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser and appropriate SEC under the Exchange Act, an information statement in lieu of and with all other applicable regulatory bodies, a proxy statement pursuant (the “Proxy Statement”) in preliminary form. The Proxy Statement shall:
(i) request approval from Parent’s stockholders of the Merger and this Agreement upon the terms set forth herein;
(ii) request approval for the amendment of the Parent Charter to, among other things, (A) effect the change of the name of the Parent from its current name to Rule 14C PharmAthene, Inc., (B) delete the preamble and SPAC-specific portions of the Parent Charter from and after the Closing and (C) provide that, for so long as at least 30% of the 8% Convertible Notes remain outstanding, the number of directors constituting the Board of Directors of Parent shall not exceed 7, the number of directors constituting each committee of the Board of Directors of Parent shall not exceed 3, and the holders of the 8% Convertible Notes shall have the right, as a separate class (and notwithstanding the existence of less than three such holders at any given time), to (x) elect 3 members to the Board of Directors of Parent and, (y) to the extent they elect to fill such committee positions, appoint 2 of the 3 members of each Committee of the Board of Directors (including the nominating and corporate governance committee and the compensation committee and committees performing similar functions); and
(iii) request approval from the Parent’s stockholders for an incentive stock option plan in form and substance acceptable to the PA Management Team, Parent and Company (“Stock Option Plan”) to provide for, among other things, the reservation of a sufficient number of shares of Parent Common Stock for issuance thereunder for all outstanding Company Options plus 3,000,000; and (v) such other approvals as the parties may determine are necessary or desirable. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger. The Proxy Statement shall be filed in preliminary form in accordance with the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and each of Company and Parent shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent shall use its reasonable best efforts to (after providing Parent 1) prepare and file with the Purchaser with a reasonable opportunity SEC the definitive Proxy Statement, (2) cause the Proxy Statement, including any amendment or supplement thereto to review be approved by the SEC, and propose comments thereon(3) and to cause the definitive Proxy Statement to be mailed to the Company's Parent’s stockholders and holders of Parent Warrants as promptly as practicable after responding to all such comments to the satisfaction of the SEC staffhas approved them. The Parent shall notify Company shall promptly notify Parent and the Purchaser 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 each of Parent and Company shall supply Parent and the Purchaser each other with copies of all correspondence between the Company such or any of its representatives, on the one hand, and the SECSEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger.
(b) The parties hereto shall use all reasonable efforts to have the Proxy Statement approved by the SEC as promptly as practicable after such filing. Parent and its counsel shall obtain from Company and the PA Management Team such information required to be included in the Proxy Statement and, after consultation with Company and its counsel, respond promptly to any comments made by the SEC with respect to the Proxy Statement, any . Parent shall allow Company’s full participation in the preparation of the Transaction Agreements Proxy Statement and any amendment or supplement thereto and shall consult with Company and its advisors concerning any comments from the SEC with respect thereto. The PA Management Team and Company’s independent accountants shall assist Parent and its counsel in preparing the Proxy Statement and acknowledge that a substantial portion of the TransactionsProxy Statement shall include disclosure regarding Company, its management, operations and financial condition. Company shall furnish consolidated audited financial statements for the fiscal years ended December 31, 2006 as soon as they become available and in no event later that February 14, 2007, for inclusion in the Proxy Statement. The Company will PA Management Team shall make itself available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments from the SEC and shall cause to be delivered opinions of counsel related to FDA and Intellectual Property Rights matters as described in the Proxy Statement with respect to Company’s business as Parent may reasonably request opining on such matters as are usual and customary for underwritten public offerings. All information regarding Company, its management, operations and financial condition, including any material contracts required to be filed as part of the Proxy Statement (other than portions relating for purposes hereof referred to Parent and/or the Purchasercollectively as “Company Information”) to comply shall be true and correct in all material respects with and shall not contain any misstatements of any material information or omit any material information regarding Company. Prior to the applicable provisions filing of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement with the SEC and each amendment thereto, the solicitation of proxies for the Stockholders' Meeting (including any requirement PA Management shall confirm in writing to amend or supplement Parent and its counsel that it has reviewed the Proxy StatementStatement (and each amendment thereto) and each party shall furnish to approved the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time Company Information contained therein.
(c) If, prior to the Stockholders' Meeting there shall occur Effective Time, any event that is required under the Exchange Act occurs with respect to Company, or any change occurs with respect to other information supplied by the SEC to be set forth Company for inclusion in an amendment or supplement to the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Company shall promptly prepare notify Parent of such event, and mail to its stockholders such amendment or supplement; provided that no such Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement will be made and, as required by Law, in disseminating the Company without providing information contained in such amendment or supplement to Parent’s stockholders.
(d) If, prior to the Effective Time, any event occurs with respect to Parent and the Purchaser or Merger Sub, or any change occurs with a reasonable opportunity respect to review and propose comments thereon and without the approval of other information supplied by Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate for inclusion in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement which is required to be described in an amendment of, or a supplement to, the TransactionsProxy Statement, Parent shall promptly notify Company of such event, and Parent and Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s stockholders.
(be) The Company agrees Parent shall, promptly after the date hereof, take all action necessary to include in duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholders Meeting”) as soon as practicable after the Proxy Statement is approved by the unanimous recommendation of SEC. Parent shall consult with Company on the voting members of date for Parent Stockholders Meeting. Parent shall use its commercially reasonable efforts to cause the Company's Proxy Statement to be mailed to Parent’s stockholders as soon as practicable after the Proxy Statement is approved. Parent shall, through Parent’s Board of Directors, subject recommend to any modificationits stockholders that they give the Parent Stockholder Approval, amendment or withdrawal thereof except to the extent permitted that Parent’s Board of Directors shall have withdrawn its approval or recommendation of this Agreement and the Merger, which withdrawal may be made only if deemed by Parent’s Board of Directors to be necessary in order to comply with its fiduciary duties. Notwithstanding any case under Section 6.6 hereofother provision thereof, and represents that the Company's Financial Advisor has, subject to the terms Parent shall not be restricted from complying with any of its engagement letter obligations under the Exchange Act.
(f) During the term of this Agreement, Company shall not take any actions to exempt any Person other than Parent and Merger Sub from the threshold restrictions on Company Common Stock ownership or any other anti-takeover provision in Company’s certificate of incorporation, or make any state takeover statute (including any Delaware state takeover statute) or similar statute inapplicable to any Alternative Transaction (as defined in Article X).
(g) Parent shall comply with the Company, consented to the inclusion of references to its opinion all applicable federal and state securities laws in the Proxy Statementall material respects.
Appears in 1 contract
Preparation of Proxy Statement. As soon as practicable after the date of this Agreement (aand in any event, within fifteen (15) Subject to Section 6.3 belowBusiness Days hereof, assuming the Company has received all information from Parent as the Company has reasonably requested), the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, shall prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required shall cause to be filed under with the Exchange Act) SEC in preliminary form a proxy statement relating to meeting of the holders of the Shares to be held in connection with the Transactions Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the "“Proxy Statement") (or”). Except as expressly contemplated by Section 5.02(e), if the Proxy Statement shall include the Company Board Recommendation. Each of Parent, Silk USA and Merger Sub will cooperate with the Company in connection with the preparation of the Proxy Statement, including by furnishing to the Company the information relating to it and/or its Affiliates or Representatives reasonably requested by Parent the Company or the Purchaser and appropriate under otherwise required by the Exchange Act, an information statement Act and the rules and regulations promulgated thereunder to be set forth in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statementpromptly following any request therefor from the Company. The Company shall use its reasonable best efforts, assuming Parent’s compliance with its obligations under Section 6.01(b), to cause the extent applicable) Proxy Statement, at the date of mailing to the Company’s stockholders, to comply as to form in all material respects with the SEC and shall use reasonable best efforts to respond to any comments provisions of the SEC (after providing Parent Exchange Act and the Purchaser with rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company shall not file the Proxy Statement, or any amendment or supplement thereto, without providing Parent, Silk USA, Merger Sub or their counsel a reasonable opportunity to review and propose comment thereon (and such comments thereon) and to cause the Proxy Statement to shall be mailed to reasonably considered by the Company's stockholders as promptly as practicable after responding ); provided, that, following a Change in Company Board Recommendation, the Company’s only obligation shall be to all provide to Parent a copy of such comments to the satisfaction filing, or amendment or supplement thereto, in advance of the SEC stafffiling. The Company shall promptly shall, promptly: (i) notify Parent and the Purchaser of the receipt of any written or oral comments or substantive inquiries received by the Company from the SEC and of any request by or the SEC for amendments or supplements staff thereof related to the Proxy Statement or any request for additional information information; and shall supply (ii) provide Parent and the Purchaser with copies of all written correspondence between the Company or any of and its representativesRepresentatives, on the one hand, and the SECSEC or the staff thereof, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects shall provide Parent, Silk USA, Merger Sub and their counsel with the applicable provisions copies of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend written comments or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders' Meeting there shall occur any event that is required under the Exchange Act or by the SEC responses to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such amendment or supplement; provided that no such amendment or supplement to the Proxy Statement will be made submitted by the Company without providing Parent in response to any comments or substantive inquiries from the SEC or the staff thereof and the Purchaser with shall provide Parent, Silk USA and Merger Sub and their counsel a reasonable opportunity to review and propose comment thereon (and such comments thereon and without shall be reasonably considered by the approval Company); provided, that, following a Change in Company Board Recommendation, the Company’s only obligation shall be to provide to Parent a copy of Parent and such written response in advance of submission to the Purchaser, which approval shall not be unreasonably withheldSEC or its staff. The Company shall use its reasonable best efforts to resolve, and its counsel shall permit Parent, Purchaser each Party agrees to consult and their counsel to participate in all substantive communications cooperate with the other Parties and use reasonable best efforts in resolving, all SEC and its staff, including meetings and telephone conferences, relating comments with respect to the Proxy Statement, this Agreement or the Transactions.
(b) The Company agrees Statement as promptly as practicable after receipt thereof and to include in cause the Proxy Statement in definitive form to be cleared by the unanimous recommendation of SEC as promptly as reasonably practicable following the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statementfiling thereof.
Appears in 1 contract
Samples: Merger Agreement (Emagin Corp)
Preparation of Proxy Statement. (a) Subject As promptly as practicable following the execution and delivery of this Agreement, Purchaser shall prepare, with the assistance of the Company and Seller, and cause to Section 6.3 belowbe filed with the SEC the Proxy Statement. The Proxy Statement and any other related SEC filings shall be in a form mutually agreed by the Purchaser, the Company shall, within 10 Business Days following the acceptance for payment and purchase Seller. Each of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements theretoPurchaser, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser Company and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and Seller shall use its reasonable best efforts to respond cause the Proxy Statement to any comments comply with the rules and regulations promulgated by the SEC. Each of Purchaser, Seller and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Proxy Statement. Promptly after the SEC (after providing Parent and has completed its review of the Proxy Statement, Purchaser with a reasonable opportunity to review and propose comments thereon) and to will cause the Proxy Statement to be mailed to shareholders of Purchaser.
(b) Each of Purchaser, the Company's stockholders as promptly as practicable after responding Company and Seller shall cooperate and mutually agree upon (such agreement not to all such be unreasonably withheld, delayed or conditioned), any response to comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements its staff with respect to the Proxy Statement or for additional information and shall supply Parent and any amendment to the Purchaser with copies of all correspondence between Proxy Statement filed in response thereto. If Purchaser, the Company or Seller becomes aware that any of its representativesinformation contained in the Proxy Statement shall have become false or misleading in any material respect or that the Proxy Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) Purchaser, on the one hand, and the SECCompany and Seller, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement and shall cooperate and mutually agree upon (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders' Meeting there shall occur any event that is required under the Exchange Act or by the SEC agreement not to be set forth in unreasonably withheld or delayed) an amendment or supplement to the Proxy Statement. Purchaser, the Company and Seller shall promptly prepare use reasonable best efforts to cause the Proxy Statement as so amended or supplemented, to be filed with the SEC and mail to be disseminated to the shareholders of Purchaser, as applicable, in each case, pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Purchaser Organizational Documents. Each of the Company, Seller and Purchaser shall provide the other Parties with copies of any written comments, and shall inform such other Parties of any oral comments, that Purchaser receives from the SEC or its stockholders such amendment or supplement; provided that no such amendment or supplement staff with respect to the Proxy Statement will be made by promptly after the Company without providing Parent receipt of such comments and shall give the Purchaser with other Parties a reasonable opportunity to review and propose comment on any proposed written or oral responses to such comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel prior to participate in all substantive communications with responding to the SEC and or its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions.
(bc) The Company Purchaser agrees to include provisions in the Proxy Statement the unanimous recommendation and to take reasonable action related thereto, with respect to (i) approval of the voting members Business Combination (as defined in the Purchaser Articles), and the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations (the “Transaction Proposal”), (ii) approval of the Company's Board of DirectorsPurchaser Restated Articles (the “Amendment Proposal”) and each change to the Purchaser Restated Articles that is required to be separately approved, subject to any modification, amendment or withdrawal thereof (iii) to the extent permitted required by the NASDAQ listing rules, approval of the issuance of the Purchase Price (the “NASDAQ Proposal”), (iv) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals and (v) approval of any other proposals reasonably agreed by Purchaser and the Company to be necessary or appropriate in any case under Section 6.6 hereofconnection with the transaction contemplated hereby (the “Additional Proposal” and together with the Transaction Proposal, the Amendment Proposal, and represents that the Company's Financial Advisor hasNASDAQ Proposal, subject the “Proposals”). Without the prior written consent of Seller, the Proposals shall be the only matters (other than procedural matters) which Purchaser shall propose to be acted on by Purchaser’s shareholders at the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy StatementSpecial Meeting.
Appears in 1 contract
Samples: Share Purchase Agreement (EUDA Health Holdings LTD)
Preparation of Proxy Statement. Parent shall prepare (awith the Company’s reasonable cooperation) and, as promptly as reasonably practicable (but in no event later than sixty (60) Business Days) after the date hereof, file with the SEC a proxy statement to be sent to the stockholders of Parent relating to the Stockholders Meeting (the “Proxy Statement”); provided, that Parent shall not be in breach of its obligations under this Section 8.08 if its failure to timely file the Proxy Statement with the SEC is due to the Company’s failure to timely deliver any required information for inclusion in the Proxy Statement (including the delivery of the Required Financial Statements). Subject to Section 6.3 belowapplicable Law, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant anything in this Agreement to the Offer contrary notwithstanding, prior to the filing of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of Parent, or responding to any comments from the SEC with respect thereto, Parent shall provide the Company, Seller and as provided for in this Agreement, prepare and file (after providing Parent and the Purchaser their counsel with a reasonable opportunity to review such document or response, and propose Parent shall consider in good faith any comments thereon) preliminary proxy materials proposed by the Company and Seller thereto. Parent shall use commercially reasonable efforts (including a Schedule 13e-3 filing, if required to be filed under with the Exchange Act) relating to meeting reasonable assistance of the holders Company) to respond promptly to any comments from the SEC or the staff of the Shares to be held in connection SEC with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein respect to the Proxy Statement being deemed to refer to such information statement, to (or any amendment or supplement thereto). Parent shall notify the extent applicable) with the SEC Company and shall use reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as Seller promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and the Purchaser of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent the Company and the Purchaser Seller with copies of all correspondence between the Company or Parent and any of its representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, any of Statement or the Transaction Agreements or any of the Transactionstransactions contemplated by this Agreement. The Company will cause the Proxy Statement (other than portions relating shall comply as to Parent and/or the Purchaser) to comply form in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other partyAct. If at any time prior to the Stockholders' Stockholders Meeting there shall occur (or any event that adjournment or postponement thereof) any information relating to any of the parties hereto, or any of their respective Affiliates, officers or directors, is required under discovered by Parent, the Exchange Act Company or Seller (in the case of the Company and Seller, solely with respect to the information supplied by the SEC to Company or Seller, as applicable) that should be set forth in an amendment or supplement to the Proxy StatementStatement so that the Proxy Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the Company circumstances under which they were made, not misleading, then the party that discovers such information shall promptly prepare notify the other parties hereto and mail to its stockholders such amendment or supplement; provided that no such an appropriate amendment or supplement to the Proxy Statement will describing such information shall be made promptly filed by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of Parent. Parent shall cause the definitive Proxy Statement to be mailed to Parent’s stockholders as promptly as reasonably practicable (and its staff, including meetings and telephone conferences, relating in any event no later than five (5) Business Days) after Parent is made aware of the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (which resolution will be deemed to occur if the SEC has not affirmatively notified the Company prior to the end of the tenth (10th) calendar day after filing the preliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement, this Agreement or the Transactions“Clearance Date”).
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement.
Appears in 1 contract
Preparation of Proxy Statement. (a) Subject to Section 6.3 belowAs promptly as practicable following the date hereof, the Company shalland Svac shall jointly prepare, within 10 Business Days following and Svac shall file with the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for SEC in this Agreement, prepare and file (after providing Parent and the Purchaser accordance with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act, a proxy statement (the “Proxy Statement”) relating in connection with the solicitation of proxies from Svac Shareholders to meeting approve the proposals set forth below at the Svac EGM of the holders of Svac Class A Ordinary Shares:
(i) approval of the Transactions;
(ii) approval of the Svac Articles of Association;
(iii) approval of the issuance of Svac Class A Ordinary Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement including pursuant to Rule 14C under the Exchange Actconsummation of the Subscription Agreements) in accordance with this Agreement, with all references herein to the Proxy Statement being deemed to refer to such information statement, in each case to the extent applicablerequired by the Nasdaq listing rules;
(iv) with the SEC adoption of the Svac Equity Incentive Plan; and
(v) approval of any other proposals reasonably necessary or appropriate to consummate the Transactions (collectively, the “Proposals” and the proxy statement containing the Proposals, the “Proxy Statement”). Without the prior written consent of the Company, the Proposals shall be the only matters (other than procedural matters) which Svac shall propose to be acted on by Svac’s shareholders at the Svac EGM.
(b) Each of Svac and the Company shall use commercially reasonable best efforts to respond cooperate, and cause their respective Subsidiaries, as applicable, to any comments reasonably cooperate, with each other and their respective representatives in the preparation of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) Proxy Statement, and to cause the Proxy Statement to be mailed to comply with the Company's stockholders as promptly as practicable after responding to all such comments to rules and regulations promulgated by the satisfaction of SEC. Svac shall provide the SEC staff. The Company shall promptly notify Parent and the Purchaser of the receipt with copies of any written comments and shall inform the Company of any oral comments that Svac receives from the SEC and of any request by the SEC for amendments or supplements its staff with respect to the Proxy Statement or for additional information promptly after the receipt of such comments and shall supply Parent give the Company a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. Each of Svac and the Purchaser Company shall cooperate and mutually agree upon (such agreement not to be unreasonably conditioned, withheld or delayed), any response to such comments with copies respect to the Proxy Statement and any amendment to the Proxy Statement filed in response thereto. Each of all correspondence between Svac and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its representativesAffiliates, supplied by or on its behalf for inclusion in the Proxy Statement will, at the date it is first mailed to the Svac Shareholders and at the time of the Svac EGM, 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. If Svac or the Company becomes aware that any information contained in the Proxy Statement shall have become false or misleading in any material respect or that the Proxy Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other party and (ii) Svac, on the one hand, and the SECCompany, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement shall cooperate and mutually agree upon (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders' Meeting there shall occur any event that is required under the Exchange Act or by the SEC agreement not to be set forth in unreasonably withheld, conditioned or delayed) an amendment or supplement to the Proxy Statement, . Svac and the Company shall use commercially reasonable efforts to cause the Proxy Statement, as so amended or supplemented, or additional soliciting materials, if appropriate, to be filed with the SEC and, to the extent required by Law, to be disseminated to the Svac Shareholders.
(c) Each of Svac and the Company shall use commercially reasonable efforts to promptly prepare furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors, managers, members and mail stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Svac or the Company or their respective Subsidiaries, as applicable, to its stockholders such amendment the SEC or supplement; provided that no such Nasdaq in connection with the Transactions (including any amendment or supplement to the Proxy Statement). To the extent not prohibited by Law, Svac will advise the Company, reasonably promptly after Svac receives notice thereof, of the time when any supplement or amendment to the Proxy Statement will be made has been filed, of the issuance of any suspension of the qualification of the Svac Class A Ordinary Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement or other document filed with the SEC in connection with the Transactions or request by the SEC for additional information.
(d) Without limiting the generality of Section 7.02(c), the Company without providing Parent and shall use commercially reasonable efforts to promptly furnish to Svac for inclusion in the Purchaser with a reasonable opportunity to review and propose comments thereon and without Proxy Statement: (i) audited consolidated financial statements of the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit ParentSubsidiaries as of and for the years ended March 31, Purchaser 2019, 2020 and their counsel to participate 2021, prepared in accordance with, and complying with in all substantive communications material respects, GAAP, Regulation S-X and other applicable accounting requirements and with the SEC rules and regulation of the SEC, the Exchange Act and the Securities Act applicable to a registrant and audited by the Company’s independent auditor in accordance with PCAOB auditing standards; (ii) unaudited condensed consolidated financial statements of the Company and its staffSubsidiaries as of and for the six months ended September 30, including meetings 2021 and telephone conferencesSeptember 30, relating 2020 prepared in accordance with, and complying with in all material respects, GAAP, Regulation S-X and other applicable accounting requirements and with the rules and regulation of the SEC, the Exchange Act and the Securities Act applicable to a registrant and reviewed by the Company’s independent auditor in accordance with PCAOB Auditing Standard 4105; (iii) other financial statements, reports and information with respect to the Proxy Statement, this Agreement or the Transactions.
(b) The Company agrees and its Subsidiaries that may be required to include be included in the Proxy Statement under the unanimous recommendation rules and regulations of the voting members of SEC, the Company's Board of Directors, subject Exchange Act and the Securities Act; and (iv) auditor’s reports and consents to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, use such financial statements and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion reports in the Proxy Statement.
(e) Svac shall use commercially reasonable efforts to obtain all necessary state Securities Law or “blue sky” permits and approvals required to carry out the Transactions, and the Company shall promptly furnish all information concerning the Company Group and any of their respective members or stockholders as may be reasonably requested in connection with any such action.
Appears in 1 contract
Samples: Business Combination Agreement (Sports Ventures Acquisition Corp.)
Preparation of Proxy Statement. (a) Subject The Company, the Shareholders, Merger Sub, Parent and Saw Mill shall furnish to Section 6.3 beloweach other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special Committee, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreementsoon as practicable, prepare and file (after providing Parent and the Purchaser Merger Sub with a reasonable opportunity to review and propose comments comment thereon) preliminary proxy materials (including including, without limitation, a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the meeting of the holders of the Shares shares of Company Common Stock to be held in connection with the Transactions Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use reasonable its best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser Merger Sub with a reasonable opportunity to review and propose comments comment thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Proxy Statement with the SEC staffany later than the date forty-five (45) days after the date hereof. The Company shall notify Merger Sub promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements Statement or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the StockholdersShareholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders' Shareholders Meeting there shall occur any event that is required under the Exchange Act or by the SEC to should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders shareholders such an amendment or supplement; provided provided, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and the Purchaser with a Merger Sub the reasonable opportunity to review and propose comments comment thereon and without the approval of Parent and the PurchaserMerger Sub, which approval shall not be unreasonably withheld. The Company To the extent practicable, the Special Committee and its counsel shall permit Parent, Purchaser Merger Sub and their its counsel and the Company and its counsel to participate in all substantive communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved therein.
(b) The Subject to the provisions of Section 7.05 and Section 9.01, the Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof to as provided in this Agreement. The Proxy Statement shall contain a copy of the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy StatementLehmxx Xxxnion.
Appears in 1 contract
Samples: Proxy Statement (Jason Inc)
Preparation of Proxy Statement. As promptly as reasonably practicable after the date hereof, Rotor shall, with the assistance of the Company pursuant to this Section 5.9, prepare and, following delivery of the PCAOB Financials to Rotor pursuant to Section 5.16(a), file with the SEC, the Proxy Statement (it being understood that the Proxy Statement shall include a proxy statement which will be used for the purpose of soliciting proxies from the stockholders of Rotor at the Rotor Stockholders Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by Rotor’s Governing Documents and applicable Law, including any applicable Federal Securities Laws) in which Rotor shall (a) Subject provide the stockholders of Rotor with the opportunity to Section 6.3 below, redeem the Company shall, within 10 Business Days following the acceptance for payment and purchase of Rotor Class A Shares by the Purchaser pursuant to a Rotor Stockholder Redemption, and (b) solicit proxies from the Offer stockholders of Rotor to vote at the Rotor Stockholders Meeting in favor of the Transaction Proposals, each in accordance with and as provided for in this Agreementrequired by Rotor’s Governing Documents, prepare applicable Federal Securities Laws. The Proxy Statement will comply as to form and file (after providing Parent substance with the applicable requirements of the Securities Act and the Purchaser with Exchange Act and the rules and regulations thereunder. The Company and its counsel shall be given a reasonable opportunity to review review, comment on and propose approve in writing each of the preliminary and final Proxy Statement and any amendment or supplement thereto prior to its filing with the SEC (to which comments thereon) preliminary proxy materials reasonable and good faith consideration shall be given by Rotor). Rotor shall not file any such documents with the SEC (including a Schedule 13e-3 in response to any comments from the SEC with respect thereto) without the prior written consent (email being sufficient) of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Rotor shall use its reasonable best efforts, with the assistance of the other Parties hereto, to promptly respond to any comments, requests to amend or requests for additional information with respect to the Proxy Statement by the SEC. Each of Rotor and the Company shall promptly furnish to the other all information concerning such Party, its Affiliates and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.9 or for inclusion in any other statement, filing, if required notice or application made by or on behalf of Rotor to be filed under the SEC or applicable Stock Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents (together with the “Other Required Filings”). Each of Rotor and the Company shall promptly correct any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested information provided by Parent or the Purchaser and appropriate under the Exchange Act, an information statement it for use in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, (and other related materials) if and to the extent applicable) that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Rotor shall amend or supplement the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC and shall use reasonable best efforts to respond be disseminated to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) Rotor’s stockholders, in each case as and to cause the Proxy Statement to be mailed extent required by applicable Laws and subject to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction terms and conditions of the SEC staffthis Agreement and Rotor’s Governing Documents. The Company shall Parties will notify each other promptly notify Parent and the Purchaser of the receipt of any comments comments, whether written or oral, from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or any Other Required Filing, or for additional information information, and shall will supply Parent and the Purchaser each other with copies of all correspondence between the Company it or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to such filings. Without limiting the Proxy Statement, any generality of the Transaction Agreements foregoing, (1) the Rotor Parties shall not, and shall cause their respective Representatives not to, have or participate in any of substantive meetings or other substantive discussions with any Governmental Entity regarding the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects matters contemplated by this Section 5.9 without first consulting with the applicable provisions of Company and providing the Exchange Act Company the opportunity to participate in such meetings or discussion and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement2) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders' Meeting there shall occur any event that is required under the Exchange Act or by the SEC to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare not, and mail to shall cause its stockholders such amendment Representatives not to, have or supplement; provided that no such amendment participate in any substantive meetings or supplement to other substantive discussions with any Governmental Entity regarding the Proxy Statement will be made matters contemplated by this Section 5.9 without first consulting with Rotor and providing Rotor the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with such meetings or discussions. Each of the SEC and Parties hereto shall use reasonable best efforts to ensure that none of the information related to it or any its staffRepresentatives, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement supplied by or the Transactions.
(b) The Company agrees to include on its behalf for inclusion in the Proxy Statement or any Other Required Filing will, at the unanimous recommendation time the Proxy Statement is filed with the SEC, at each time at which it is amended, or at the time it is mailed to Rotor’s stockholders, as applicable, 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 voting members of the Company's Board of Directorscircumstances under which they are made, subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statementnot misleading.
Appears in 1 contract
Preparation of Proxy Statement. (a) Subject to Section 6.3 belowAs promptly as practicable, the Company shall, within 10 and in no event later than twenty (20) Business Days following the acceptance for payment and purchase date of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, the Company shall prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and SEC. The Company shall use its reasonable best efforts to respond to any comments of have the Proxy Statement cleared by the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to as promptly as practicable. The Company shall cause the Proxy Statement to be mailed to the Company's stockholders holders of Company Common Stock as promptly as practicable, but in no event more than five (5) Business Days following the earlier of (i) clearance by the SEC of the Proxy Statement and (ii) the conclusion of any SEC review of the Proxy Statement (the “SEC Approval”).
(b) The Company will advise Parent, as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and it receives notice hereof, of any request by the SEC for amendments or supplements to amend the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and shall supply information. If, at any time before the Effective Time, either Parent and the Purchaser with copies of all correspondence between or the Company discovers or determines that any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and that party or its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders' Meeting there shall occur any event that is required under the Exchange Act or by the SEC to should be set forth in an amendment or supplement to the Proxy StatementStatement in order to comply with applicable Law or in order that any such document would not include any material 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 material, the Company party making that discovery or determination shall promptly prepare and mail notify the other and, to its stockholders such amendment or supplement; provided that no such the extent required by Law, the parties shall cause an appropriate amendment or supplement addressing such information to be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. All filings by the Company with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement will be made by and any amendment or supplement thereto and all mailings to the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate Company’s stockholders in all substantive communications connection with the SEC Merger and its staff, including meetings and telephone conferences, relating to the Proxy Statement, transactions contemplated by this Agreement or the Transactions.
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, shall be subject to the terms reasonable prior review and comment of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy StatementParent.
Appears in 1 contract
Samples: Merger Agreement (Ventas Inc)
Preparation of Proxy Statement. (a) Subject to Section 6.3 below, the Company shall, within 10 Business Days Paligent agrees that as promptly as practicable following the acceptance for payment and purchase date of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, Agreement it shall prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under on Form 14A (the Exchange Act, with all references herein to the “Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and Statement”). Paligent shall use commercially reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to its stockholders at the Company's stockholders earliest practicable date following such filing. In connection with the foregoing, IFL shall furnish to Paligent (and be responsible for) all information related to it as promptly as practicable after responding is required to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to be included in the Proxy Statement. The Proxy Statement shall specify that (a) the following persons shall be standing for election as directors of Paligent: Xxxxxxxxx X. Xxxxx, any Xxxxxxx X. Xxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxx and Xxxxx Xxxxxx; (b) Xxxxx Xxxxxx shall be chairman of the Transaction Agreements or any board of directors; and (c) the Transactions. The Company will cause following persons shall be appointed as the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects officers of Paligent with the applicable provisions of the Exchange Act title set after their name: Xxxxx Xxxxxx (chief executive officer and the rules president), Xxxxxxxxx X. Xxxxx (chief financial officer, executive vice president and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statementtreasurer) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other partyXxxx Xxxx (secretary). If at any time prior to the Stockholders' Meeting there Effective Time any event with respect to IFL or with respect to other information supplied by IFL for inclusion in the Proxy Statement shall occur any event that which is required under the Exchange Act or by the SEC to be set forth described in an amendment of, or a supplement to to, the Proxy Statement, the Company IFL shall promptly prepare provide written notice thereof to Paligent and mail to its stockholders such amendment or supplement; provided that no event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated. If, at any time prior to the Effective Time any event with respect to Paligent or any of the Paligent Subsidiaries or with respect to other information supplied by Paligent for inclusion in the Proxy Statement will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchasershall occur, which approval shall not is required to be unreasonably withheld. The Company and its counsel shall permit Parentdescribed in an amendment of, Purchaser and their counsel to participate in all substantive communications with the SEC and its staffor a supplement to, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Transactions.
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directorssuch event shall be so described, subject to any modification, and such amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter supplement shall be promptly filed with the CompanySEC and, consented to the inclusion of references to its opinion in the Proxy Statementas required by law, disseminated.
Appears in 1 contract
Samples: Merger Agreement (Paligent Inc)
Preparation of Proxy Statement. (a) Subject to Section 6.3 belowAs promptly as practicable after execution of this Agreement and in any event within forty-five (45) days after the date hereof, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, shall prepare and file (after providing Parent and with the Purchaser with a reasonable opportunity SEC the Proxy Statement, which shall meet in all material respects the requirements of applicable Laws, to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under seek the Exchange Act) relating to meeting approval of the holders Company’s shareholders of this Agreement. The Company shall respond promptly to any comments made by the Shares to be held in connection SEC with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein respect to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staffpreliminary version thereof filed by it. The Company shall promptly notify Parent and the Purchaser of the receipt of any comments from of the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating and shall provide to Parent and/or copies of any written comments received from the Purchaser) to comply SEC in all material respects connection with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) . Parent shall be provided an opportunity to review and each party shall furnish comment on all filings with the SEC, including the Proxy Statement, and all mailings to the other such information relating to it and its Affiliates Company’s shareholders in connection with this Agreement or the Merger, and the Transactions and such further and supplemental Company shall give reasonable consideration to all comments proposed by Parent. Parent shall promptly provide any information as may be or responses to comments or other assistance reasonably requested by the Company or the SEC in connection with the foregoing.
(b) The Proxy Statement shall include, (i) subject to Section 6.03, the recommendation of the Company’s Board of Directors that the Company’s shareholders vote to approve this Agreement (the “Company Board Recommendation”), and (ii) the Fairness Opinion. The Company shall mail the Proxy Statement to its shareholders in sufficient time to enable the Company’s Shareholder Meeting to be held at the time or times set forth in Section 6.03.
(c) The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other partyaction as Parent may reasonably request in connection with the payment of the Merger Consideration in accordance with Sections 1.06 and 1.09. If at any time prior to the Stockholders' Meeting there shall occur Effective Time any event or circumstance relating to the Company, Parent or any of their respective Subsidiaries, Affiliates, officers or directors should be discovered by such Party that is required under the Exchange Act or by the SEC to should be set forth in an amendment or a supplement to the Proxy Statement, such Party shall promptly inform the other thereof and the Company shall promptly prepare and mail to its stockholders the shareholders of the Company such amendment or supplement; provided that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. and, if required in connection therewith, resolicit proxies.
(d) The Company and its counsel Parent shall permit Parent, Purchaser and their counsel to participate in all substantive communications make any necessary filings with the SEC and its staff, including meetings and telephone conferences, relating respect to the Proxy Statement, this Agreement or Merger under the TransactionsExchange Act.
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement.
Appears in 1 contract
Preparation of Proxy Statement. (a) Subject to Section 6.3 belowAs soon as practicable following the date of this Agreement, the Company Parent shall, within 10 Business Days following with the acceptance for payment and purchase cooperation of Shares by the Purchaser pursuant to the Offer and as provided for in this AgreementCompany, prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser and appropriate SEC under the Exchange Act, an information statement in lieu of and with all other applicable regulatory bodies, a proxy statement pursuant (the “Proxy Statement”) in preliminary form. The Proxy Statement shall:
(i) request approval from Parent’s stockholders of the Merger and this Agreement upon the terms set forth herein;
(ii) request approval from Parent’s stockholders for an incentive stock option plan in form and substance acceptable to Rule 14C the Stockholders’ Representative, Parent and Company (“Stock Option Plan”) to provide for, among other things, the reservation of a sufficient number of shares of Parent Common Stock for issuance thereunder for such number of shares which shall equal 1,400,000 of the Parent’s shares outstanding at the Effective Time;
(iii) request approval from Parent’s stockholders to elect the Stockholders’ Representative Directors, the Parent Directors and the Independent Director; and
(iv) request such other approvals as the parties may determine are necessary or desirable. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger. The Proxy Statement shall be filed in preliminary form in accordance with the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and each of Company and Parent shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent shall use its reasonable best efforts to (after providing Parent 1) prepare and file with the Purchaser with a reasonable opportunity SEC the definitive Proxy Statement, (2) cause the Proxy Statement, including any amendment or supplement thereto to review be approved by the SEC, and propose comments thereon(3) and to cause the definitive Proxy Statement to be mailed to the Company's Parent’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staffhas approved them. The Parent shall notify the Company shall promptly notify Parent and the Purchaser 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 each of Parent and the Purchaser Company shall supply each other with copies of all correspondence between the Company such or any of its representatives, on the one hand, and the SECSEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger.
(b) The parties hereto shall use all reasonable efforts to have the Proxy Statement approved by the SEC as promptly as practicable after such filing. Parent and its counsel shall obtain from the Company such information required to be included in the Proxy Statement and, after consultation with the Company and its counsel, respond promptly to any comments made by the SEC with respect to the Proxy Statement, any . Parent shall allow the Company’s full participation in the preparation of the Transaction Agreements Proxy Statement and any amendment or supplement thereto and shall consult with the Company and its advisors concerning any comments from the SEC with respect thereto. The Company’s independent accountants shall assist Parent and its counsel in preparing the Proxy Statement and acknowledge that a substantial portion of the TransactionsProxy Statement shall include disclosure regarding the Company, its management, operations and financial condition. The Company will cause shall furnish consolidated audited financial statements for the fiscal years ended December 31, 2006 and December 31, 2005 as soon as they become available, and such unaudited financial statement as may be required under the rules and regulations of the SEC for inclusion in the Proxy Statement; provided, however, to the extent an audit is required to be undertaken by an independent auditing firm registered with the Public Company Accounting Oversight Board, Parent shall pay the expenses of such audit (the “Audit Costs”); provided further however, that if the Company breaches this Agreement and the Merger is not consummated because of such breach, the Company shall reimburse Parent the Audit Costs. The Stockholders’ Representative shall make herself available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments from the SEC. All information regarding the Company, its management, operations and financial condition, including any material Contracts required to be filed as part of the Proxy Statement (other than portions relating for purposes hereof referred to Parent and/or the Purchasercollectively as “Company Information”) to comply shall be true and correct in all material respects with and shall not contain any misstatements of any material information or omit any material information regarding the applicable provisions Company. Prior to the filing of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement with the SEC and the solicitation of proxies for each amendment thereto, the Stockholders' Meeting ’ Representative shall confirm in writing to Parent and its counsel that it has reviewed the Proxy Statement (including and each amendment thereto) and approved the Company Information contained therein.
(c) If, prior to the Effective Time, any requirement event occurs with respect to amend the Company, or supplement any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders' Meeting there shall occur any event that , which is required under the Exchange Act or by the SEC to be set forth described in an amendment of, or a supplement to to, the Proxy Statement, the Company shall promptly prepare notify Parent of such event, and mail to its stockholders such amendment or supplement; provided that no such the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement will and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s stockholders.
(d) If, prior to the Effective Time, any event occurs with respect to Parent or Merger Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Proxy Statement, which is required to be made by described in an amendment of, or a supplement to, the Proxy Statement, Parent shall promptly notify the Company without providing of such event, and Parent and the Purchaser Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s stockholders.
(e) Parent shall, promptly after the date hereof, take all action necessary to duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholders Meeting”) as soon as practicable after the Proxy Statement is approved by the SEC. Parent shall consult with the Company on the date for Parent Stockholders Meeting. Parent shall use its commercially reasonable opportunity efforts to review and propose comments thereon and without cause the Proxy Statement to be mailed to Parent’s stockholders as soon as practicable after the Proxy Statement is approved. Parent shall, through Parent’s board of directors, recommend to its stockholders that they give the Parent Stockholder Approval, except to the extent that Parent’s board of directors shall have withdrawn its approval or recommendation of Parent this Agreement and the PurchaserMerger, which approval withdrawal may be made only if deemed by Parent’s board of directors to be necessary in order to comply with its fiduciary duties. Notwithstanding any other provision thereof, Parent shall not be unreasonably withheldrestricted from complying with any of its obligations under the Exchange Act.
(f) During the term of this Agreement, the Company shall not take any actions to exempt any Person other than Parent and Merger Subsidiary from the threshold restrictions on Company Common Stock ownership or any other anti-takeover provision in the Company’s certificate of incorporation, or make any state takeover statute (including any Delaware state takeover statute) or similar statute inapplicable to any Alternative Transaction.
(g) Parent shall comply with all applicable federal and state securities laws in all material respects.
(h) The Company and Parent mutually agree that prior to the filing of a definitive Proxy Statement with the SEC under this Article 8, Parent shall obtain new financial statements of the Company for the fiscal years ended December 31, 2006 and 2005 prepared in accordance with SEC Regulations S-K and S-X (“New Financial Statements”) by an independent auditing firm which is registered with the PCAOB (“New Auditors”). The fees incurred with respect to the New Financial Statements (the “Audit Costs”) shall be paid by Parent; provided, however, if: (i) the Company materially breaches any representation, warranty, covenant or agreement contained in this Agreement and (ii) the Merger is not consummated, then the Company shall pay the Audit Costs to Parent. The Company and its counsel executive officers and agents shall permit Parent, Purchaser and their counsel to participate cooperate in all substantive communications good faith with the SEC New Auditors and its staff, including meetings Parent to enable Parent and telephone conferences, relating the New Auditors to complete the Proxy Statement, this Agreement or New Financial Statements. The parties agree to use their best efforts to complete the TransactionsNew Financials as soon as reasonably possible. Parent shall be responsible for the costs and expenses of such New Financial Statements.
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement.
Appears in 1 contract
Samples: Merger Agreement (Affinity Media International Corp.,)
