Proxy Solicitation Costs Clause Samples

Proxy Solicitation Costs. The enclosed proxy card is being solicited by Slack and the Slack board. In addition to solicitation by mail, ▇▇▇▇▇’▇ directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation. Slack has retained MacKenzie Partners to assist in the solicitation process. Slack will pay MacKenzie Partners a fee of approximately $20,000, as well as reasonable and customary documented expenses. ▇▇▇▇▇ also has agreed to indemnify MacKenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Slack will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Slack common stock held of record by such nominee holders. Slack will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners. Pursuant to Section 262 of the DGCL, holders of Slack common stock who hold their shares through the first effective time, do not vote their shares in favor of adoption of the merger agreement and who comply fully with and properly demand appraisal for their shares under the applicable requirements of Section 262 of the DGCL and do not otherwise withdraw or lose the right to appraisal under Delaware law, have the right to seek appraisal of the fair value of their shares of Slack common stock, as determined by the Delaware Court of Chancery, if the first merger is completed. The “fair value” of shares of Slack common stock as determined by the Delaware Court of Chancery may be more than, less than, or equal to the value of the merger consideration that Slack stockholders would otherwise be entitled to receive under the terms of the merger agreement. Slack stockholders also should be aware that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the first merger, is not an opinion as to, and does not otherwise address, “fair value” under Section 262 of the DGCL. Holders of Slack common stock who wish to preserve any appraisal rights they may have, must so advise Slack by submitting a written demand for appraisal prior to the vote to adopt the merger agreement and approve the transactions contemplated thereby, and must otherwise follow fu...

Proxy Solicitation Costs. Teladoc is soliciting proxies to provide an opportunity to all Teladoc stockholders to vote on agenda items, whether or not the stockholders are able to attend the Teladoc stockholder meeting or an adjournment or postponement thereof. Teladoc will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, Teladoc will ask banks, brokers and other custodians, nominees and fiduciaries to forward the proxy solicitation materials to the beneficial owners of shares of Teladoc common stock held of record by such nominee holders. Teladoc may be required to reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners. Teladoc has retained ▇▇▇▇▇▇▇▇▇ to assist in the solicitation process. Teladoc will pay MacKenzie a fee of approximately $75,000 plus costs and expenses. Teladoc also has agreed to indemnify MacKenzie against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). In addition to solicitation by mail, Teladoc’s directors, officers and other employees may solicit proxies in person, by telephone, electronically, by mail or other means. These persons will not be specifically compensated for doing this.

Proxy Solicitation Costs. The enclosed proxy card is being solicited by SilverBow and the SilverBow Board. In addition to solicitation by mail, SilverBow’s directors, officers and employees may solicit proxies in person, by phone, by email or online. These persons will not be specifically compensated for conducting such solicitation. SilverBow has retained Innisfree M&A Incorporated to assist in the solicitation process. SilverBow will pay Innisfree M&A Incorporated a fee of approximately $50,000 plus a discretionary fee for such consulting, analytic and proxy solicitation services, as well as reasonable and documented out-of-pocket expenses. SilverBow also has agreed to indemnify Innisfree M&A Incorporated against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). SilverBow will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of SilverBow Common Stock held of record by such nominee holders. SilverBow will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners. Under Delaware law, SilverBow stockholders are not entitled to dissenters’ or appraisal rights in connection with the Mergers.

Proxy Solicitation Costs. The enclosed proxy card is being solicited by Cimarex and the Cimarex board. In addition to solicitation by mail, Cimarex’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation. Cimarex has retained Innisfree to assist in the solicitation process. Cimarex will pay a fee of $25,000 per month, estimated to be a total of approximately $125,000 if the Cimarex special meeting occurs in the fourth quarter of 2021, as well as reasonable and customary documented expenses. Cimarex also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Cimarex will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Cimarex common stock held of record by such nominee holders. Cimarex will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners. Because shares of Cimarex common stock are listed on the NYSE and holders of shares of Cimarex common stock are not required to receive consideration other than shares of Cabot common stock, which are listed on the NYSE, and cash in lieu of fractional shares in the merger, holders of shares of Cimarex common stock are not entitled to exercise appraisal rights under Delaware law in connection with the merger.

Proxy Solicitation Costs. The enclosed Penn Virginia WHITE proxy card is being solicited on behalf of the Penn Virginia board. In addition to solicitation by mail, Penn Virginia’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation. Penn Virginia has retained Okapi Partners to assist in the solicitation process. Penn Virginia has paid Okapi Partners an initial retainer fee of $15,000, and also agreed to pay Okapi Partners (a) fees for additional services that may be incurred, (b) a performance fee to be mutually agreed in light of effort expended and outcome achieved and (c) reasonable out-of-pocket expenses. Penn Virginia also has agreed to indemnify Okapi Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Penn Virginia will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Penn Virginia Common Stock held of record by such nominee holders. Penn Virginia will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners. Holders of shares of Penn Virginia Common Stock are not entitled to exercise dissenters’ or appraisal rights under Virginia law in connection with the Merger.

Proxy Solicitation Costs. The enclosed Denbury proxy card is being solicited by Denbury and the Denbury board. In addition to solicitation by mail, Denbury’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation. Denbury has retained MacKenzie Partners to assist in the solicitation process. Denbury has paid ▇▇▇▇▇▇▇▇▇ Partners a retainer of $25,000 to be applied against a final fee to be mutually agreed between Denbury and MacKenzie Partners. Denbury also has agreed to indemnify MacKenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Denbury will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Denbury Common Stock held of record by such nominee holders. Denbury will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners. Under Delaware law, Denbury stockholders are not entitled to dissenters’ or appraisal rights in connection with the Merger Agreement.

Proxy Solicitation Costs. The enclosed proxy card is being solicited by Diamondback and the Diamondback board. In addition to solicitation by mail, Diamondback’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation. Diamondback has retained MacKenzie Partners, Inc. to assist in the solicitation process. Diamondback will pay ▇▇▇▇▇▇▇▇ Partners a fee of approximately $25,000, as well as reasonable and documented out-of-pocket expenses. ▇▇▇▇▇▇▇▇▇▇▇ also has agreed to indemnify MacKenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Diamondback will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Diamondback common stock held of record by such nominee holders. ▇▇▇▇▇▇▇▇▇▇▇ will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners. Under Delaware law, Diamondback stockholders are not entitled to appraisal rights in connection with the issuance of shares of Diamondback common stock as contemplated by the merger agreement.

Proxy Solicitation Costs. The enclosed proxy card is being solicited by Five9 and the Five9 board. In addition to solicitation by mail, Five9’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation. Five9 has retained Innisfree to assist in the solicitation process. Five9 estimates that it will pay Innisfree a fee of approximately $45,000, as well as reasonable and customary documented expenses. Five9 also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Five9 will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Five9 common stock held of record by such nominee holders. Five9 will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Proxy Solicitation Costs. The enclosed proxy card is being solicited on behalf of the RSP board. In addition to solicitation by mail, RSP’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation. RSP has retained MacKenzie Partners to assist in the solicitation process. RSP will pay MacKenzie Partners a fee expected not to exceed $100,000, as well as reasonable and documented out-of-pocket expenses. RSP also has agreed to indemnify MacKenzie Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). RSP will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of RSP common stock held of record by such nominee holders. RSP will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners. Because shares of RSP common stock are listed on the NYSE and holders of shares of RSP common stock are not required to receive consideration other than shares of Concho common stock, which are listed on the NYSE, and cash in lieu of fractional shares in the merger, holders of shares of RSP common stock are not entitled to exercise dissenters’ or appraisal rights under Delaware law in connection with the merger.