Proxy Statement and Other Filings. (a) As promptly as reasonably practicable after the execution of this Agreement, the Company, Xxxxxxx, Parent and Purchaser shall cooperate and promptly prepare and file with the Securities and Exchange Commission (“SEC”) a proxy statement relating to the meeting of the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”), a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger (the “Schedule 13E-3”) and any other filings made by or required to be made by the Company, Xxxxxxx, Parent or Purchaser with the SEC in connection with the Merger other than the Proxy Statement and Schedule 13E-3 (the “Other Filings”), if any. The parties shall cause the Proxy Statement, the Schedule 13E-3 and any Other Filings to comply as to form in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including Regulation 14A and Rule 13e-3, and any other applicable laws. The parties, after consultation with each other, will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each of Parent, Purchaser and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each party agrees that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement, Schedule 13E-3 or any Other Filings will, at the respective times when such are filed with the SEC or are first published, given or mailed to the Company’s stockholders, as the case may be, at the time such stockholders vote on adoption of this Agreement or at the Effective Time, 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 were made, not misleading.
Proxy Statement and Other Filings. (a) As promptly as practicable after the execution of this Agreement, the Company shall prepare, and file with the SEC, a Schedule 13E-3 if required under applicable Legal Requirements (which Schedule 13E-3 shall be a joint filing by the Company and Parent), and preliminary proxy materials relating to (i) the Company Stockholder Approval and (ii) the removal of the existing board of directors of the Company and election of directors designated by Parent, which removal and appointment shall be effective upon the failure to obtain the Company Stockholder Approval. Parent shall provide promptly to the Company such information concerning Parent and the director nominees as, in the reasonable judgment of the Company, Parent and their respective counsel, may be required or appropriate for inclusion in the Proxy Statement and the Schedule 13E-3 (if applicable), or in any amendments or supplements thereto. At the earliest practicable time following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy materials with the SEC and cause the Proxy Statement to be mailed to its stockholders. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger (or as required or appropriate to facilitate the Merger) to comply in all material respects with all applicable Legal Requirements. Prior to filing the preliminary proxy materials, definitive proxy materials, the Schedule 13E-3 (if applicable) or any other filing with the SEC or any other Governmental Entity, the Company shall provide Parent (which term shall in all instances in this Section 4.1 also include Parent’s counsel) with reasonable opportunity to review and comment on each such filing in advance and the Company shall in good faith consider including in such filings all comments reasonably proposed by Parent.
Proxy Statement and Other Filings. (a) As promptly as practicable after the execution of this Agreement (but in no event more than ten (10) Business Days after the date of this Agreement), the Company shall prepare, and file with the SEC, preliminary proxy materials (including a preliminary Proxy Statement) relating to the seeking of Company Stockholder Approval. Parent shall provide promptly to the Company such information concerning Parent as may be reasonably requested by the Company for inclusion in the Proxy Statement, or in any amendments or supplements thereto. At the earliest practicable time following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy materials with the SEC and cause the definitive Proxy Statement to be mailed to its stockholders. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger (or as required or appropriate to facilitate the Merger) to comply with all applicable Legal Requirements. Prior to filing any Proxy Statement or any other filing with the SEC or any other Governmental Entity in connection with the transactions contemplated hereby (including any amendment or supplement to the Proxy Statement as a result of any event or occurrence required to be set forth therein), the Company shall provide Parent (which term shall in all instances in this Section 6.1 also include Parent’s outside legal counsel whose review shall occur concurrently with Parent’s) with reasonable opportunity to review and comment on each such filing in advance and the Company shall in good faith consider including in such filings all comments reasonably proposed by Parent.
Proxy Statement and Other Filings. None of the information to be supplied by the Company for inclusion in (i) the Proxy Statement to be filed by the Company with the SEC, and any amendments or supplements thereto, or (ii) the Registration Statement to be filed by Partners with the SEC in connection with the Merger, and any amendments or supplements thereto, will, at the respective times such documents are filed, and, in the case of the Proxy Statement, at the time the Proxy Statement or any amendment or supplement thereto is first mailed to Stockholders, at the time of the Meeting and at the Effective Time, and, in the case of the Registration Statement, when it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be made therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Proxy Statement and Other Filings. (a) As promptly as practicable after the execution of this Agreement (but in no event more than ten (10) Business Days after the date of this Agreement), the Company shall prepare, and file with the SEC, preliminary proxy materials (including a preliminary Proxy Statement) relating to the seeking of the Company Stockholder Approval. Parent shall provide promptly to the Company such information concerning Parent as, in the reasonable judgment of Parent or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto. At the earliest practicable time following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy materials with the SEC and cause the definitive Proxy Statement to be mailed to its stockholders. Prior to filing any Proxy Statement or any other filing with the SEC or any other Governmental Entity in connection with the transactions contemplated hereby (including any amendment or supplement to the Proxy Statement as a result of any event or occurrence required to be set forth therein), the Company shall provide Parent (which term shall in all instances in this Section 6.1 also include Parent’s outside legal counsel) with reasonable opportunity to review and comment on each such filing in advance, and the Company shall in good faith consider including in such filings all comments reasonably proposed by Parent.
Proxy Statement and Other Filings. (a) Purchaser agrees to, and agrees to use commercially reasonable efforts to cause its affiliates to, cooperate with Parent, Merger Sub and the Company in the preparation and filing of, and as applicable the approval by the relevant Governmental Authorities, the Proxy Statement (as defined in the Merger Agreement) relating to the Merger and any other reports or statements required by a Governmental Authority or applicable law (including, if applicable, a Rule 13-E transaction statement on Schedule 13E-3), provided that, Purchaser and its affiliates shall (i) only be obligated to provide information available to it; and (ii) have no obligation to provide, or otherwise pay for any fairness opinion. Parent and Merger Sub further agree to indemnify, defend and hold harmless Purchaser and its affiliates for any liability that Purchaser or any of its affiliates may incur in connection with the Proxy Statement and any other report or statement required by a Governmental Authority, except to the extent that any such liability arises out of or is based upon an untrue statement of material fact, or omission to state in the Proxy Statement and any other report or statement a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, so made in conformity with information furnished by the Purchaser or its affiliates. If the indemnification provided for in this Section 6.9 is unenforceable (as determined by final judgment of a court of competent jurisdiction) or otherwise unavailable to Purchaser and its affiliates in respect of any such liability, then Parent and Merger Sub shall, in lieu of indemnifying the applicable indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such liability to the maximum amount allowed by applicable law taking into account the relative benefits and relative fault of the parties in connection with the Proxy Statement and such other reports or statements.
Proxy Statement and Other Filings. 16 5.4 Conduct of the Company.....................................17 5.5
Proxy Statement and Other Filings. Purchaser shall have had reasonable opportunity to review the proxy statement and any other filings to be made by the Company and Emageon with the SEC, along with all amendments thereto and responses to SEC staff comment letters, in connection with the approval of the Merger. The Company shall promptly deliver to Purchaser copies of all comment letters and other correspondence received by the SEC regarding the transactions contemplated hereby or related to the Merger. All SEC filings made by the Company and Emageon under this Section shall be in form and content reasonably satisfactory to Purchaser and such filings shall comply in all material respects with the requirements of the SEC.
Proxy Statement and Other Filings. The Stockholder hereby agrees to permit the Company to publish and disclose in the Proxy Statement or any other disclosure document required in connection with the Merger Agreement or the Transactions contemplated thereby (including, without limitation, Schedule 13e-3) the Stockholder’s identity and beneficial ownership of the Shares and the nature of the Stockholder’s commitments under this Agreement to the extent required by applicable Law, provided that (i) the any such disclosure in the Proxy Statement or any other filing to or submission with the SEC (including, without limitation, Form 8-K and Schedule 13E-3) shall, in each instance, be subject to the Stockholder’s prior review, comment and written approval, and (ii) the Company shall not publish or disclose Schedule 13e-3 in the Proxy Statement, any filing to or submission with the SEC or otherwise prior to the Stockholder approving the form thereof and executing the same, and provided, further, that in the case of each of clauses (i) and (ii), such approval shall not be unreasonably withheld, conditioned or delayed.
Proxy Statement and Other Filings. (a) As promptly as practicable after the audited financial statements of the Compnay are made available to the Parent, the Parent shall prepare, and file with the SEC a preliminary proxy materials relating to (i) the Parent Stockholder Approval and (ii) the removal of the existing board of directors of the Parent and election of directors designated by Company, which removal and appointment shall be effective upon the failure to obtain the Parent Stockholder Approval. Company shall provide promptly to the Parent such information concerning Company and the director nominees as, in the reasonable judgment of the Company, Parent and their respective counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto. At the earliest practicable time following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Parent shall file definitive proxy materials with the SEC and cause the Proxy Statement to be mailed to its stockholders. The Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger and the Amendment (or as required or appropriate to facilitate the Merger and the Amendment) to comply in all material respects with all applicable Laws. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity, the Parent shall provide Company with reasonable opportunity to review and comment on each such filing in advance and the Parent shall in good faith consider including in such filings all comments reasonably proposed by Company.
