Proxy Statement/Information Statement. (a) None of the information supplied or to be supplied by the Parent or the Purchaser for inclusion in the Proxy Statement (including any amendments thereof or supplements thereto) will, at the time of mailing the Proxy Statement and at the time of the Special Meeting, 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, except that no representation or warranty is made by the Parent or the Purchaser with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein.
Proxy Statement/Information Statement. The Company shall promptly notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and/or the Information Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its representatives and the SEC with respect to the Proxy Statement and/or the Information Statement. Each of the Company and Parent shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement and/or the Information Statement by the SEC and the Company shall cause the definitive Proxy Statement or Information Statement to be mailed as promptly as possible after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement or the Information Statement.
Proxy Statement/Information Statement. (a) None of the information supplied or to be supplied by the Company for inclusion in the Proxy Statement (as defined hereafter) (and any amendments thereof or supplements thereto), if any, will, with respect to information relating to the Company, at the time of the mailing of the Proxy Statement to the stockholders of the Company and at the time of the Special Meeting (as defined hereafter), 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. The Proxy Statement will, with respect to information relating to the Company, comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made in this Section 3.20(a) by the Company with respect to the statements made in the Proxy Statement relating to the Parent or the Purchaser or their affiliates or based on information supplied by the Parent or the Purchaser for inclusion in the Proxy Statement.
Proxy Statement/Information Statement. If required pursuant to Section 7.9 hereof, the proxy statement on Schedule 14A (or, if the stockholder approval of the Company for the transactions contemplated by this Agreement is to be obtained by written consent in lieu of a meeting, then the information statement on Schedule 14C) to be filed and mailed to the stockholders of the Company will not, on the date the proxy or information statement, as applicable (or any amendment thereof or supplement thereto), is first mailed to stockholders, at the time of the stockholders' meeting to approve the transactions contemplated hereby, or at the Closing, 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 the light of the circumstances under which they were made, not misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the stockholders' meeting which has become false or misleading. The proxy or information statement, as the case may be, shall comply with the requirements of the 1934 Act and the rules and regulations thereunder.
Proxy Statement/Information Statement. If requested by Parent, the Company will promptly prepare and file with the SEC, a proxy statement or, if applicable, an information statement, to obtain the requisite stockholder approval of this Agreement and the transactions contemplated hereby. The Company will respond to any comments of the SEC as promptly as practicable after such filing and will cause the proxy or information statement, as applicable, to be mailed to its stockholders at the earliest practicable time. The Company will notify Parent promptly upon 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 will supply Parent with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the proxy statement. The proxy or information statement, as applicable, will comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the proxy or information statement, as applicable, the Company will promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of the Company, of such amendment or supplement. The proxy statement or information statement, as applicable, shall include the recommendation of the Boards of Directors of the Company in favor of the approval of this Agreement and the transactions contemplated thereby, subject to Section 7.8(b).
Proxy Statement/Information Statement. If approval of the Company’s stockholders is required by applicable law to consummate the Merger, promptly following consummation of the Offer, the Company will file the Proxy Statement with the SEC under the Exchange Act and use its reasonable best efforts to have the Proxy Statement cleared by the SEC promptly. Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other Parties, to respond promptly to all comments of and requests by the SEC with respect to the Proxy Statement and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Company Capital Stock entitled to vote at the Stockholders’ Meeting at the earliest practicable time.
Proxy Statement/Information Statement. None of the information included or incorporated by reference in the Company Proxy Statement or Company Information Statement, as applicable, to be filed with the SEC in connection with the Merger, will, at the time it is filed with the SEC in definitive form, or at the time it is first mailed to the Company’s shareholders or at the time of the Company Shareholders Meeting (if applicable) or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub expressly for inclusion or incorporation by reference in the Company Proxy Statement or the Company Information Statement, as applicable. The Company Proxy Statement or Company Information Statement, as applicable, will comply as to form in all material respects with the requirements of the Exchange Act.
Proxy Statement/Information Statement. None of the information with respect to Parent or Merger Sub that Parent or any of its Representatives furnishes in writing to the Company expressly for use or incorporation in the Company Proxy Statement or Company Information Statement, as applicable, will, at the time such Proxy Statement or Information Statement, as applicable, is filed with the SEC in definitive form, or at the time it is first mailed to the Company’s shareholders or at the time of the Company Shareholders Meeting (if applicable), or at the time of any amendment or supplement thereof, 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 made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company or its Representatives.
Proxy Statement/Information Statement. The information supplied by Polycom or Merger Sub for inclusion in Proxy Statement and for inclusion in the Information Statement in connection with the Polycom Stockholders Meeting and in connection with the ViaVideo Stockholders Meeting shall not, on the date the Proxy Statement is first mailed to Polycom's stockholders, on the date the Information Statement is first mailed to ViaVideo's stockholders, at the time of the Polycom Stockholders Meeting, the time of the ViaVideo Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Polycom Stockholders Meeting or the ViaVideo Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by Polycom or Merger Sub which should be set forth in a supplement to the Proxy Statement or Information Statement, Polycom or Merger Sub will promptly inform ViaVideo. Notwithstanding the foregoing, Polycom and Merger Sub makes no representation, warranty or covenant with respect to any information supplied by ViaVideo which is contained in any of the foregoing documents. 5. AMENDMENT OF SUBSECTION 4.3(B). Subsection 4.3(b) to the Reorganization Agreement is hereby amended to read in its entirety as follows: (b)
Proxy Statement/Information Statement. Following the execution of this Agreement, ICSL, CSL, CNS and Acquisition Sub agree:
