Proxy/Prospectus Filing; Information Supplied. (a) As promptly as practicable after the date of this Agreement, Versum and Entegris shall jointly prepare and cause to be filed with the SEC the joint proxy statement relating to the Versum Stockholders Meeting and the Entegris Stockholders Meeting (as amended or supplemented from time to time, the “Proxy/Prospectus”), and Entegris shall prepare and file with the SEC, Entegris’s registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”, with the Proxy/Prospectus constituting a part thereof). Versum and Entegris each shall use its reasonable best efforts to respond promptly to comments from the SEC and have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to promptly thereafter mail the Proxy/Prospectus (including the Registration Statement) to the respective stockholders of each of Versum and Entegris, and to maintain the effectiveness of the Registration Statement for as long as necessary to consummate the Transactions. Notwithstanding anything in this Agreement to the contrary, the Parties hereby agree that for purposes of this Agreement, the Registration Statement will be deemed to have been declared effective so long as the Parties have abided by any policies and procedures put forth by the SEC relating to making registration statements effective during a federal government shutdown, if applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (Versum Materials, Inc.)
Proxy/Prospectus Filing; Information Supplied. (a) As promptly as practicable after the date of this Agreement, Versum but no later than July 15, 2019, Crown and Entegris King shall jointly prepare and cause to be filed with the SEC the joint proxy statement relating to the Versum Crown Stockholders Meeting and the Entegris King Stockholders Meeting (as amended or supplemented from time to time, the “Proxy/Prospectus”), and Entegris King shall prepare and file with the SEC, EntegrisKing’s registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”, with the Proxy/Prospectus constituting a part thereof). Versum Crown and Entegris King each shall use its reasonable best efforts to respond promptly to comments from the SEC and have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to promptly thereafter mail the Proxy/Prospectus (including the Registration Statement) to the respective stockholders of each of Versum Crown and EntegrisKing, and to maintain the effectiveness of the Registration Statement for as long as necessary to consummate the Transactions. Notwithstanding anything in this Agreement to the contrary, the Parties hereby agree that for purposes of this Agreement, the Registration Statement will be deemed to have been declared effective so long as the Parties have abided by any policies and procedures put forth by the SEC relating to making registration statements effective during a federal government shutdown, if applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keane Group, Inc.), Agreement and Plan of Merger (C&J Energy Services, Inc.)
