Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation), (a) the Company shall prepare and file with the SEC, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings as required by the Exchange Act. Each of the Company and Parent shall promptly obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, the Other Filings. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date after clearing comments received from the SEC. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other party, and an appropriate amendment, supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Real Estate Partners L P), Agreement and Plan of Merger (Lear Corp), Agreement and Plan of Merger (Lear Corp)
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company Company, Parent and Parent Merger Co shall, or shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings as other documents that are required to be filed by such party in connection with the Exchange Acttransactions contemplated hereby (the "OTHER FILINGS"). Each of the Company Company, Parent and Parent Merger Co shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings. Each , or that is customarily included in proxy statements or other filings prepared in connection with transactions of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date after clearing comments received from the SECtype contemplated by this Agreement. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party parties with copies of all correspondence between itit and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. Each of the Company, Parent and Merger Co shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company's stockholders as promptly as reasonably practicable after the date of this Agreement. If at any time prior to the Special MeetingEffective Time, any information relating to the Company, Parent, Merger Sub Co or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company Company, Parent or Parent, Merger Co which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed by the Company with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. The Company in each case, shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company stockholders as promptly soon as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide the other party parties an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party. The Proxy Statement and the Other Filings that are filed by the Company will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company hereby covenants and agrees that none of the information included or incorporated by reference in the Proxy Statement or in the Other Filings to be made by the Company will, in the case of the Proxy Statement, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders' Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company's stockholders or at the date it is first filed with the SEC, 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, except that no covenant is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. Parent and Merger Co hereby covenant and agree that none of the information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co for inclusion or incorporation by reference in the Proxy Statement or the Other Filings will, in the case of the Proxy Statement, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders' Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company's stockholders or, at the date it is first filed with the SEC, 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. No covenant is made by either Parent or Merger Co with respect to statements made or incorporated by reference therein based on information supplied by the Company in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. All Other Filings that are filed by Parent or Merger Co will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (Morgan Stanley)
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (practicable, and in any event within 35 days assuming Parent timely supplies thirty (30) days, following the information required from it and timely provides reasonable cooperation)date of this Agreement, (a) the Company shall prepare and file with the SEC, subject SEC the preliminary version of the proxy statement relating to the prior review, comment and approval of Parent this Agreement by the Company’s stockholders (which approval shall not be unreasonably withheld as amended or delayedsupplemented from time to time, the “Proxy Statement”), the Proxy Statement and (b) each of the Company Company, Parent and Parent Merger Co shall, or shall cause their respective Affiliates affiliates to, prepare and file with the SEC all Other Filings as that are required to be filed by such party in connection with the Exchange Acttransactions contemplated hereby. Each of the Company Company, Parent and Parent Merger Co shall promptly obtain and furnish the all information concerning itself and its Affiliates affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, any other document filed by the Company with the SEC in connection with the Merger (the “Other Filings”), or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type and scope contemplated by this Agreement. Each of the Company Company, Parent and Parent Merger Co shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders at the earliest as promptly as reasonably practicable after the date after clearing comments received from the SECof this Agreement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff staff, for amendments or supplements to the Proxy Statement or the Other Filings Filings, and shall provide the other party with copies of all correspondence between itit and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Stockholders’ Meeting, any information relating to the Company, Parent, Merger Sub Co or any of their respective Affiliatesaffiliates, directors officers or officers directors, should be discovered by the Company Company, Parent or Parent, which Merger Co that should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an a reasonable opportunity to review and comment on such document or response and (which comments shall include in such document or response comments be reasonably proposed considered by the other filing or mailing party).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (King Luther Capital Management Corp)
Proxy Statement; Other Filings. As promptly as reasonably practicable after (a) If approval of the date Company’s shareholders is required by applicable law in order to consummate the Merger other than pursuant to Section 1110 of this Agreement the CGCL, within ten (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)10) Business Days of a request to do so by Parent, (a) the Company (under the direction of the Continuing Directors) shall prepare and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company (under the direction of the Continuing Directors) and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all any other filings that are required to be filed by such party with the SEC (“Other Filings as required by Filings”) in connection with the Exchange Acttransactions contemplated hereby. Each of the Company and Parent shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders at the earliest shareholders as promptly as reasonably practicable date after clearing comments received from the filing of such definitive Proxy Statement with the SEC. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between itit and its Representatives, on the one hand, and the SEC and its staff, on the other hand, hand relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Shareholder Meeting, any information relating to the Company, ParentMerger Sub, Merger Sub Parent or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the stockholders shareholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an a reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other partyresponse.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Medical Systems Holdings Inc), Agreement and Plan of Merger (Laserscope), Agreement and Plan of Merger (American Medical Systems Holdings Inc)
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)on or prior to March 15, 2007, (a) the Company shall prepare and file with the SEC, subject to the prior review, review and comment and approval of Parent Purchaser (which approval comments shall not be unreasonably withheld or delayedreasonably considered), a preliminary proxy statement with the SEC and within two (2) Business Days after SEC clearance, shall mail the definitive Proxy Statement to its stockholders of record as of the applicable record date and shall call a meeting of its stockholders (the “Special Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Requisite Stockholder Vote in connection with this Agreement and the Merger, and shall use its commercially reasonable efforts to cause such meeting to occur as promptly as reasonably practicable and, in any event, within thirty (30) days of such mailing, and (b) each of the Company and Parent Purchaser shall, or shall cause their respective Affiliates to, promptly prepare and file with the SEC all Other Filings as required by the Exchange ActAct and the rules and regulations promulgated thereunder. Each of the Company Company, Purchaser and Parent Merger Sub shall promptly obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, any of the Other Filings. Each of the Company Company, Purchaser and Parent Merger Sub shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date after clearing comments received from the SEC. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or any of the Other Filings and shall provide the other party parties with copies of all correspondence between it, on the one hand, and the SEC and its staffstaff , on the other hand, relating to the Proxy Statement or any of the Other Filings. If at any time prior to the Special Meeting, any information relating to the Company, Parent, Purchaser, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or ParentPurchaser, which should be set forth in an amendment or supplement to the Proxy Statement or any of the Other Filings so that neither the Proxy Statement or nor any of the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated aboveset forth herein, prior to filing or mailing the Proxy Statement or filing any of the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party parties an opportunity to review and comment on such document or response to the full extent practicable and shall include in such document or response comments reasonably proposed by the other partyparties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (K&f Industries Inc), Agreement and Plan of Merger (Meggitt USA Inc)
Proxy Statement; Other Filings. (a) As promptly as reasonably practicable after the date execution of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (ai) the Company Seller shall prepare and file with the SEC, subject SEC at its expense a proxy statement (the “Proxy Statement”) to be sent to the prior review, comment stockholders of Seller in connection with the meeting of the stockholders of Seller to consider the approval and approval adoption of Parent this Agreement and the Acquisition (which approval shall not be unreasonably withheld or delayedthe “Seller Stockholders’ Meeting”), the Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, also prepare and file make with the SEC such other filings as may be required under applicable federal law. Buyer shall use all Other Filings commercially reasonable efforts to cooperate in such preparation and filing and shall provide such information as required by the Exchange Act. Each of the Company and Parent shall promptly obtain and furnish the information concerning itself and its Affiliates required to be included Seller may reasonably request for inclusion in the Proxy Statement and, to the extent applicable, the Other FilingsStatement. Each of the Company and Parent Seller shall use its all commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect promptly and to the Proxy Statement or the Other Filingsresolve any unresolved comments, and the Company shall to cause the Proxy Statement to be mailed to the Company’s its stockholders at the earliest reasonably practicable date after clearing comments received from the SECtime. Each party Seller shall notify Buyer promptly notify the other party upon the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff or any other Governmental Authority for amendments or supplements revisions to the Proxy Statement or the Other Filings Statement, and shall provide supply the other party or parties hereto with copies of all correspondence between itsuch party or any of its representatives, on the one hand, and the SEC and SEC, or its staffstaff or any other Governmental Authority, on the other hand, relating with respect to the Proxy Statement or Statement. All out of pocket expenses associated with the Other Filings. If at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub or any preparation of their respective Affiliates, directors or officers should be discovered by the Company or Parent, which should be set forth in an amendment or supplement to the Proxy Statement incurred by Seller, or the Other Filings so that the Proxy Statement by Buyer when acting pursuant to a request made by Seller, including without limitation, any costs associated with a fairness opinion, a proxy solicitation or the Other Filings other professional services provided to Seller, shall not contain be borne solely by Seller. If 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 thereinsuch expenses are borne by Buyer, Seller shall reimburse Buyer, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment, supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each casefull on demand, as promptly as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other partycase may be.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nutracea), Asset Purchase Agreement (Vital Living Inc)
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)practicable, (a) the Company shall (i) prepare and file with the SEC, subject Commission under the Exchange Act a Proxy Statement with respect to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings as required by the Exchange Act. Each of the Company and Parent shall promptly obtain and furnish Special Stockholders Meeting containing the information concerning itself and its Affiliates required to be included in therein, (ii) after consultation with the Proxy Statement andPurchasers, to the extent applicable, the Other Filings. Each of the Company and Parent shall use its reasonable best efforts to promptly respond as promptly as reasonably practicable to any comments received from by the SEC Commission with respect to the Proxy Statement and any preliminary version thereof and (iii) promptly after clearance by the Commission, mail the Proxy Statement to its stockholders. The term "PROXY STATEMENT" shall mean such proxy statement, as the case may be, and all related proxy materials at the time such documents initially are mailed to the Company's stockholders, and all amendments or supplements thereto, if any, similarly filed and mailed. The Company shall give the Other FilingsPurchasers and the Purchasers' Special Counsel a reasonable opportunity to review and comment upon the Proxy Statement prior to its being filed with the Commission and shall give the Purchasers and the Purchasers' Special Counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the Commission and, in the case of the Proxy Statement and any amendments or supplements thereto, prior to its being disseminated to the Company's stockholders. The Company shall promptly notify the Purchasers of the receipt of any comments on, or any request for amendments or supplements to, the Proxy Statement by the Commission or any other governmental entity or official, and the Company shall cause supply the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date after clearing comments received from the SEC. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party Purchasers with copies of all correspondence between itit and each of its Subsidiaries and representatives, on the one hand, and the SEC and Commission or the members of its staffstaff or any other appropriate governmental official, on the other hand, relating with respect to the Proxy Statement. The information provided and to be provided by the Purchasers and the Company, respectively, for use in the Proxy Statement or shall, on both the Other Filings. If at any time prior to date the Special Meeting, any information relating Proxy Statement is first mailed to the Company's stockholders as referred to in Section 7.1(b) hereof and the date the Special Stockholders Meeting is held, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so that the Proxy Statement or the Other Filings shall not contain any untrue statement of a material fact or omit to state any a 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, or necessary to correct any statement in any earlier communication with respect to the party that discovers solicitation of proxies for the stockholders' meeting which shall have become false or misleading, and shall comply in all material respects as to form and substance with all applicable requirements of law. The Purchasers and the Company agree to correct promptly any such information shall promptly notify the other party, and an appropriate amendment, supplement or other filing incorporated provided by reference into them for use in the Proxy Statement describing such information shall be filed with the SEC andwhich, to the extent required by applicable Lawtheir respective knowledge, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing shall have become false or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other partymisleading.
Appears in 2 contracts
Samples: Securities Purchase Agreement (DDJ Capital Management LLC), Securities Purchase Agreement (Metretek Technologies Inc)
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company Company, Parent and Parent Merger Co shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents that are required to be filed by such party in connection with the transactions contemplated hereby (the “Other Filings as required by the Exchange ActFilings”). Each of the Company Company, Parent and Parent Merger Co shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings. Each , or that is customarily included in proxy statements or other filings prepared in connection with transactions of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date after clearing comments received from the SECtype contemplated by this Agreement. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party parties with copies of all correspondence between itit and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. Each of the Company, Parent and Merger Co shall use its reasonable best efforts to respond as promptly as practicable, to any comments of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the date of this Agreement. If at any time prior to the Special MeetingEffective Time, any information relating to the Company, Parent, Merger Sub Co or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company Company, Parent or Parent, Merger Co which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed by the Company with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. The Company in each case, shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company stockholders as promptly soon as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide the other party parties an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party. The Proxy Statement and the Other Filings that are filed by the Company will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company hereby covenants and agrees that none of the information included or incorporated by reference in the Proxy Statement or in the Other Filings to be made by the Company will, in the case of the Proxy Statement, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders’ Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company’s stockholders or at the date it is first filed with the SEC, 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, except that no covenant is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. Parent and Merger Co hereby covenant and agree that none of the information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co for inclusion or incorporation by reference in the Proxy Statement or the Other Filings will, in the case of the Proxy Statement, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders’ Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company’s stockholders or, at the date it is first filed with the SEC, 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. No covenant is made by either Parent or Merger Co with respect to statements made or incorporated by reference therein based on information supplied by the Company in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. All Other Filings that are filed by Parent or Merger Co will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transmontaigne Inc), Agreement and Plan of Merger (Transmontaigne Inc)
Proxy Statement; Other Filings. (a) As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation15 days), (a) the Company shall prepare and file with the SEC, subject to the prior review, comment and approval SEC a preliminary form of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement or Information Statement, as applicable, and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all any other filings that are required to be filed by such party with the SEC (“Other Filings as required by Filings”) in connection with the Exchange Acttransactions contemplated hereby. Each of the Company and Parent shall promptly obtain and furnish the all information concerning itself and its Affiliates Affiliates, and with respect to the Company, the Affiliated Medical Practices, that is required to be included in the Proxy Statement andor Information Statement, as applicable, or, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or information statements, as applicable, or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or Information Statement, as applicable, or the Other Filings, and the Company shall use its commercially reasonable efforts to cause the definitive Proxy Statement or Information Statement, as applicable, to be mailed to the Company’s stockholders at the earliest Stockholders as promptly as reasonably practicable after the date after clearing comments received from the SECof this Agreement. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or Information Statement, as applicable, or the Other Filings and shall provide the other party with copies of all correspondence between itit and its representatives, on the one hand, and the SEC and its staff, on the other hand, hand relating to the Proxy Statement or Information Statement, as applicable, or the Other Filings. If at any time prior to the Special Company Stockholder Meeting, any information relating to the Company, Parentits Subsidiaries, the Affiliated Medical Practices, Merger Sub Sub, Parent or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or Information Statement, as applicable, or the Other Filings Filings, so that the Proxy Statement or Information Statement, as applicable, or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableStockholders. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or Information Statement, as applicable, or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an a reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other partyresponse.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viking Holdings LLC), Agreement and Plan of Merger (Virtual Radiologic CORP)
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and file with the SEC, subject to SEC the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the preliminary Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates affiliates to, prepare and and, after consultation with each other, file with the SEC all Other Filings as that are required to be filed by such party in connection with the Exchange Acttransactions contemplated hereby. Each of the Company and Parent shall promptly obtain and furnish the all information concerning itself and its Affiliates affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its reasonable best efforts efforts, after consultation with the other, to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable efforts to cause the definitive Proxy Statement to be cleared by the SEC and mailed to the Company’s stockholders at the earliest shareholders as promptly as reasonably practicable date after clearing comments received following clearance from the SEC. Each party The Company shall promptly notify the other party Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall promptly provide the other party Parent with copies of all correspondence between itthe Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Shareholders’ Meeting, any information relating to the Company, Parent, Merger Sub Company Parties or the Buyer Parties or any of their respective Affiliatesaffiliates, directors officers or officers directors, should be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders shareholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide the other party an Parent a reasonable opportunity to review and comment on such document or response and shall will include in such document documents or response responses all comments reasonably proposed by Parent, and to the other partyextent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the Proxy Statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eop Operating LTD Partnership), Agreement and Plan of Merger (Eop Operating LTD Partnership)
Proxy Statement; Other Filings. As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare the preliminary Proxy Statement and within 10 days after the date hereof the Company shall distribute to Parent a draft of the preliminary Proxy Statement and, after consultation with Parent, as promptly as practicable following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation), (a) the Company shall prepare and file with the SEC, subject to SEC the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the preliminary Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates affiliates to, prepare and and, after consultation with each other, file with the SEC all Other Filings as that are required to be filed by such party in connection with the Exchange Acttransactions contemplated hereby. Each of the Company and Parent shall promptly obtain and furnish the all information concerning itself and its Affiliates affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable efforts to cause the definitive Proxy Statement to be cleared by the SEC and mailed to the Company’s stockholders at the earliest as promptly as reasonably practicable date after clearing comments received following clearance from the SEC. Each party The Company shall promptly notify the other party Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall promptly provide the other party Parent with copies of all correspondence between itthe Company and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Stockholders’ Meeting, any information relating to the Company, Parent, MergerCo, Merger Sub Partnership or any of their respective Affiliatesaffiliates, directors officers or officers directors, should be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide the other party an Parent a reasonable opportunity to review and comment on such document or response and shall include will in good faith consider such document comments, and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or response comments reasonably proposed by any of its representatives, and the other partySEC concerning the Proxy Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Highland Hospitality Corp)
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (and but in any event within 35 days assuming Parent timely supplies on or prior to the information date the Registration Statement is required from it and timely provides reasonable cooperationto be filed under the Merger Agreement), (a) the Company shall prepare and file with the SEC, subject to the prior review, comment review and approval of Parent CapGen (which approval shall not be unreasonably withheld delayed, conditioned or delayedwithheld), a letter to shareholders, notice of meeting, proxy statement and form of proxy that will be provided to shareholders of the Company in connection with seeking the Shareholder Approvals of the Proposals (including any amendments or supplements) at the Shareholders’ Meeting and any schedules required to be filed with the SEC in connection therewith (collectively, the “Proxy Statement Statement”) and a registration statement on Form S-4 (the “Registration Statement”) registering shares of Company Common Stock issuable in the Merger; and (b) each of the Company and Parent shall, or shall cause their respective Affiliates its affiliates to, prepare and file with the SEC all any other document to be filed with the SEC in connection with the Merger or other filings (the “Other Filings Filings”) as required by the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. None of the information supplied or to be supplied by the Company or the respective Investors expressly for inclusion or incorporation by reference in the Proxy Statement or the Registration Statement will, at the time it is filed with the SEC, on the date it is first mailed to the Company’s shareholders, or at the time of the Shareholders’ 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 are made, not misleading. None of the information supplied or to be supplied by the Company or the Investor expressly for inclusion or incorporation by reference in each of the Other Filings will, as of the date it is filed, 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. The Proxy Statement and the Other Filings will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. Each of the Company and Parent each Investor shall promptly obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, the Registration Statement and the Other Filings. Each of the The Company and Parent shall use its reasonable best efforts to (i) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement, the Registration Statement or and the Other Filings, Filings and the Company shall cause (iii) seek to have the Proxy Statement and the Registration Statement to be mailed to declared definitive and effective by the Company’s stockholders SEC, respectively, at the earliest reasonably practicable date after clearing comments received from the SECdate. Each party The Company shall promptly notify the other party Investors upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings (but not the substance of such comments or requests, except to the extent such comments or requests relate to information regarding the Investor) and shall provide the CapGen, and upon request to any other party with Investor, confidentially copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If If, at any time prior to the Special Shareholders’ Meeting, any information relating to the CompanyCompany or such Investor, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parentany Investor, which should be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or the Other Filings so that the Proxy Statement, the Registration Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other party, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed by the Company with the SEC and, to the extent required by applicable Applicable Law, disseminated to the stockholders shareholders of the Company in each caseand to shareholders of ABI, as promptly as reasonably practicableappropriate. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement, the Registration Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide CapGen, and to the extent it involves disclosure regarding any other party an Investor, such other Investor shall be provided upon request insofar as it relates to such Investor a reasonable opportunity to review and comment on such document or response insofar as it relates to such Investor and shall include in such document or response comments reasonably proposed by the CapGen or other partyInvestors, as applicable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Jacksonville Bancorp Inc /Fl/)
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date execution of this Agreement, the Purchaser shall prepare a document (the "Proxy Statement") with respect to the solicitation by the Purchaser Board of the affirmative vote of a majority of the outstanding shares of Purchaser capital stock with respect to the issuance of the shares of Purchaser Stock in connection with the Merger, the increase in the number of shares authorized to be issued under the Purchaser's 1997 Stock Option Plan and, unless the Purchaser and the Company mutually agree otherwise, this Agreement (and the Merger. Each of the Purchaser, the Company and the Representing Parties shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any event within 35 days assuming Parent timely supplies the information required from it amendments or supplements thereto, and timely provides reasonable cooperation), (a) the Company shall prepare to cause its counsel and file auditors to cooperate with the SEC, subject to other's counsel and auditors in the prior review, comment and approval preparation of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and Statement. The Purchaser will respond (b) each with the assistance of the Company and Parent shallthe Representing Parties, or shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings as required by the Exchange Act. Each of the Company and Parent shall promptly obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, the Other Filings. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as if reasonably practicable necessary) to any comments received from of the SEC with respect to the Proxy Statement or the Other FilingsSEC, and the Company shall Purchaser will cause the Proxy Statement to be mailed to the Company’s stockholders its shareholders at the earliest practicable time after the date of this Agreement. As promptly as practicable after the date of this Agreement, the Purchaser will prepare and file (with the assistance of the Company and the Representing Parties, if reasonably practicable date after clearing comments received from necessary) any other filings required to be filed by it under the SECExchange Act, the Securities Act, or any other Federal, foreign, or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each party shall promptly The Purchaser will notify the other party Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request from by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply the Other Filings and shall provide the other party Company with copies of all correspondence between itthe Purchaser or any of its representatives, on the one hand, and the SEC and or its staffstaff or any other government officials, on the other hand, relating with respect to the Proxy Statement or any Other Filing. The Purchaser (with the Other Filings. If at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub or any assistance of their respective Affiliates, directors or officers should be discovered by the Company and the Representing Parties, if reasonably necessary) will cause all documents that it is responsible for filing with the SEC or Parent, which should other regulatory authorities under this Section 9.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or the any Other Filings so that the Proxy Statement or the Other Filings shall not 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 misleadingFiling, the party that discovers such information shall Purchaser will promptly notify the other party, and an appropriate amendment, supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of inform the Company of such occurrence and cooperate in each case, as promptly as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of with the SEC or its staff with respect theretoor any other government official, and/or mailing to shareholders of the party responsible for filing Purchaser, such amendment or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other partysupplement.
Appears in 1 contract
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement Agreement, (a) the Company shall prepare and in any event within 35 days file promptly with the SEC (not later than February 9, 2007 assuming Parent timely supplies the information required from it and timely provides reasonable cooperation), (a) the Company shall prepare and file with the SEC, subject to the reasonable prior review, review and comment and approval of Parent (which approval comments shall not be unreasonably withheld or delayed)reasonably considered) unless this Agreement has been terminated pursuant to Section 7.01, the a Proxy Statement relating to the Merger and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings as required by the Exchange ActAct and the rules and regulations promulgated thereunder. Each of the Company and Parent shall promptly obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, the Other Filings. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date after clearing comments received from the SECdate. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other party, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall if reasonably practicable provide the other party an opportunity to review and comment on such document or response and shall include in such document or response appropriate and reasonable comments reasonably timely proposed by the other party. The Proxy Statement shall contemplate the Special Meeting to be held as promptly as reasonably practicable and separate from the Annual Meeting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc)
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and file with the SEC, subject to the prior review, comment review and approval of Parent CapGen (which approval shall not be unreasonably withheld delayed, conditioned or delayedwithheld), a letter to shareholders, notice of meeting, proxy statement and form of proxy that will be provided to shareholders of the Company in connection with seeking the Shareholder Approvals of the Proposals (including any amendments or supplements) at the Shareholders’ Meeting and any schedules required to be filed with the SEC in connection therewith (collectively, the “Proxy Statement Statement”); and (b) each of the Company and Parent shall, or shall cause their respective Affiliates its affiliates to, prepare and file with the SEC all any other document to be filed with the SEC in connection with other filings (the “Other Filings Filings”) as required by the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. None of the information supplied or to be supplied by the Company or the respective Investors expressly for inclusion or incorporation by reference in the Proxy Statement will, at the time it is filed with the SEC, on the date it is first mailed to the Company’s shareholders, or at the time of the Shareholders’ 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 are made, not misleading. None of the information supplied or to be supplied by the Company or the Investors expressly for inclusion or incorporation by reference in each of the Other Filings will, as of the date it is filed, 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. The Proxy Statement and the Other Filings will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. Each of the Company and Parent each Investor shall promptly obtain and furnish the information concerning itself and its Affiliates affiliates required to be included in the Proxy Statement and, to the extent applicable, the Other Filings. Each of the The Company and Parent shall use its reasonable best efforts to (i) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or and the Other Filings, Filings and the Company shall cause (ii) seek to have the Proxy Statement to be mailed to declared definitive by the Company’s stockholders SEC, respectively, at the earliest reasonably practicable date after clearing comments received from the SECdate. Each party The Company shall promptly notify the other party Investors upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings (but not the substance of such comments or requests, except to the extent such comments or requests relate to information regarding the Investors) and shall provide the CapGen, and upon request to any other party with Investor, confidentially copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If If, at any time prior to the Special Shareholders’ Meeting, any information relating to the CompanyCompany or such Investor, Parent, Merger Sub or any of their respective Affiliatesaffiliates, directors or officers should be discovered by the Company or Parentany Investor, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other party, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed by the Company with the SEC and, to the extent required by applicable Applicable Law, disseminated to the stockholders shareholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide CapGen, and to the extent it involves disclosure regarding any other party an Investor, such other Investor shall be provided upon request insofar as it relates to such Investor, a reasonable opportunity to review and comment on such document or response insofar as it relates to such Investor and shall include in such document or response comments reasonably proposed by the CapGen or other partyInvestors, as applicable.
Appears in 1 contract
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (and but in any event within 35 10 business days assuming Parent timely supplies thereafter unless the information required from it and timely provides reasonable cooperationparties shall otherwise agree), (a) the Company shall prepare and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company and Parent the Merger Co shall, or shall cause their respective Affiliates affiliates to, prepare and file with the SEC all Other Filings as that are required to be filed by such party in connection with the Exchange Acttransactions contemplated hereby. Each of the Company and Parent Merger Co shall promptly obtain and furnish the all information concerning itself and its Affiliates affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent Merger Co shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders at the earliest as promptly as reasonably practicable after the date after clearing comments received from the SECof this Agreement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between itit and its Representatives, on the one hand, and the SEC and its staff, on the other hand, hand relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Stockholders’ Meeting, any information relating to the Company, Parent, Merger Sub Co or any of their respective Affiliatesaffiliates, directors officers or officers directors, should be discovered by the Company or Parent, Merger Co which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sungard Data Systems Inc)
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation), (a) the The Company shall use its reasonable best efforts to prepare and file with the SEC, subject to SEC the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the preliminary Proxy Statement on or before the date that is fifteen (15) business days after the date hereof and (b) each of the Company Company, Parent and Parent Merger Co shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents that are required to be filed by such party in connection with the transactions contemplated hereby (the “Other Filings as required by the Exchange ActFilings”) on or before such date. Each of the Company Company, Parent and Parent Merger Co shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company Company, Parent and Parent Merger Co shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders at the earliest as promptly as reasonably practicable after the date of this Agreement and, in any event, within five (5) business days after clearing comments received from the SECSEC clears the Proxy Statement. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party parties with copies of all correspondence between itit and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special MeetingEffective Time, any information relating to the Company, Parent, Merger Sub Co or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company Company, Parent or Parent, Merger Co which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party parties an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party. The Proxy Statement and the Other Filings that are filed by the Company will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company hereby covenants and agrees that none of the information included or incorporated by reference in the Proxy Statement or in the Other Filings to be made by the Company will, in the case of the Proxy Statement, at the time of the Company Stockholders’ Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company’s stockholders or at the date it is first filed with the SEC, 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, except that no covenant is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. Parent and Merger Co hereby covenant and agree that none of the information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co for inclusion or incorporation by reference in the Proxy Statement or the Other Filings will, in the case of the Proxy Statement, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders’ Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company’s stockholders or, at the date it is first filed with the SEC, 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. No covenant is made by either Parent or Merger Co with respect to statements made or incorporated by reference therein based on information supplied by the Company in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. All Other Filings that are filed by Parent or Merger Co will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and file with the SEC, subject to the prior review, comment review and approval of Parent (which approval shall not be unreasonably withheld delayed, conditioned or delayedwithheld), a letter to shareholders, notice of meeting, proxy statement and form of proxy that will be provided to shareholders of the Company in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith (collectively, the “Proxy Statement Statement”) relating to the Merger; and (b) each of the Company and Parent shall, or shall cause their respective Affiliates affiliates to, prepare and file with the SEC all any other document to be filed with the SEC in connection with the Merger (the “Other Filings Filings”) as required by the Exchange Act and the rules and regulations promulgated thereunder. None of the information supplied or to be supplied by the Company, on the one hand, or Parent and Merger Sub, on the other hand, expressly for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the Company’s shareholders or at the time of the Shareholders 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 are made, not misleading. None of the information supplied or to be supplied by the Company, on the one hand, or Parent and Merger Sub, on the other hand, expressly for inclusion or incorporation by reference in each of the Other Filings will, as of the date it is filed, 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. The Proxy Statement and the Other Filings will comply as to form in all material respects with the requirements of the Exchange Act. The Proxy Statement shall include a statement that the Company has concluded that the shareholders are not entitled to assert appraisal rights under the FBCA. The Company shall use its reasonable best efforts to cause such Proxy Statement to be filed as soon as possible, and in any event within 15 Business Days, after the date of this Agreement. Each of the Company and Parent shall promptly obtain and furnish the information concerning itself and its Affiliates affiliates required to be included in the Proxy Statement and, to the extent applicable, the Other Filings. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders shareholders at the earliest reasonably practicable date after clearing comments received from the SECdate. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If If, at any time prior to the Special Shareholders Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliatesaffiliates, directors or officers should be discovered by the Company or Parent, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other party, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders shareholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an a reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party.
Appears in 1 contract
Proxy Statement; Other Filings. (a) As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and file with the SEC, subject to SEC the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the preliminary Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings as required by the Exchange ActStatement. Each of the Company Company, Parent and Parent Merger Sub shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement and, to or that is customarily included in proxy statements or other filings prepared in connection with transactions of the extent applicable, the Other Filingstype contemplated by this Agreement. Each of the Company Company, Parent and Parent Merger Sub shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders at the earliest shareholders as promptly as reasonably practicable after the date after clearing comments received from the SEChereof. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party parties with copies of all correspondence between itit and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other FilingsStatement. If at any time prior to the Special MeetingEffective Time, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, Affiliates or any of their respective officers or directors or officers should be discovered by the Company Company, Parent or Parent, Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Statement, so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders shareholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party parties an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party.
Appears in 1 contract
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation), (a) the (i) The Company shall prepare and file with the SEC, subject SEC as promptly as practicable (and in any event use reasonable best efforts to file within 30 days after the prior review, comment and approval date of Parent (which approval shall not be unreasonably withheld or delayedthis Agreement), the preliminary Proxy Statement and (bii) as promptly as reasonably practical, each of the Company Company, Parent and Parent Merger Sub shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents that are required to be filed by such party in connection with the transactions contemplated hereby (the “Other Filings as required by the Exchange ActFilings”). Each of the Company Company, Parent and Parent Merger Sub shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company 37 Company, Parent and Parent Merger Sub shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders at the earliest as promptly as reasonably practicable date after clearing comments received from the SECSEC clears the Proxy Statement. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party parties with copies of all correspondence between itit and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If If, at any time prior to the Special MeetingEffective Time, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company Company, Parent or Parent, Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or filing the Other Filings (or, in each case, any amendment or supplement thereto)) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide the other party Parent and Merger Sub an opportunity to review and comment on such document or response the Proxy Statement and shall include in such document or response the Proxy Statement comments reasonably proposed by the other partyParent and Merger Sub.
Appears in 1 contract
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and and, after consultation with Parent, file with the SEC, subject to SEC the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the preliminary Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates affiliates to, prepare and and, after consultation with each other, file with the SEC all Other Filings as that are required to be filed by such party in connection with the Exchange Acttransactions contemplated hereby. Each of the Company and Parent shall promptly obtain and furnish the all information concerning itself and its Affiliates affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its their respective commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be cleared by the SEC and mailed to the Company’s stockholders at the earliest as promptly as reasonably practicable date after clearing comments received following clearance from the SEC. Each party The Company shall promptly notify the other party Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall promptly provide the other party Parent with copies of all correspondence between itthe Company and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special MeetingEffective Time, any information relating to the Company, Parent, Merger Sub Company or Parent or any of their respective AffiliatesSubsidiaries, directors officers, members or officers directors, should be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide the other party an Parent a reasonable opportunity to review and comment on such document or response and shall include will in good faith consider such document comments, and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or response comments reasonably proposed by any of its representatives, and the other partySEC concerning the Proxy Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Heritage Property Investment Trust Inc)
Proxy Statement; Other Filings. As promptly soon as reasonably practicable after the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)hereof, (a) the Company shall prepare and file with the SEC, subject to the prior review, comment review and approval of Parent (which approval shall not be unreasonably withheld or delayedwithheld), the a Proxy Statement relating to the Merger and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings as required by the Exchange ActAct and the rules and regulations promulgated thereunder. Each of the Company and Parent shall promptly obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, the Other Filings. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date after clearing comments received from the SECdate. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, hand relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliatesaffiliates, directors or officers officers, should be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other party, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party. Subject to Section 5.02, the Proxy Statement shall include the recommendation of the Board of Directors of the Company of this Agreement and the transactions contemplated hereby, including the Merger and the Board of Directors shall use its reasonable best efforts to solicit the approval of the agreement of merger (as such term is used in Section 251 of the Corporation Law) by the stockholders of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aleris International, Inc.)
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company Company, Parent and Parent Merger Co shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents that are required to be filed by such party in connection with the transactions contemplated hereby (the "Other Filings as required by the Exchange ActFilings"). Each of the Company Company, Parent and Parent Merger Co shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings. Each , or that is customarily included in proxy statements or other filings prepared in connection with transactions of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date after clearing comments received from the SECtype contemplated by this Agreement. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party parties with copies of all correspondence between itit and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. Each of the Company, Parent and Merger Co shall use its reasonable best efforts to respond as promptly as practicable, to any comments of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company's stockholders as promptly as reasonably practicable after the date of this Agreement. If at any time prior to the Special MeetingEffective Time, any information relating to the Company, Parent, Merger Sub Co or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company Company, Parent or Parent, Merger Co which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed by the Company with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. The Company in each case, shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company stockholders as promptly soon as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide the other party parties an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party. The Proxy Statement and the Other Filings that are filed by the Company will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company hereby covenants and agrees that none of the information included or incorporated by reference in the Proxy Statement or in the Other Filings to be made by the Company will, in the case of the Proxy Statement, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders' Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company's stockholders or at the date it is first filed with the SEC, 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, except that no covenant is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. Parent and Merger Co hereby covenant and agree that none of the information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co for inclusion or incorporation by reference in the Proxy Statement or the Other Filings will, in the case of the Proxy Statement, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders' Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company's stockholders or, at the date it is first filed with the SEC, 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. No covenant is made by either Parent or Merger Co with respect to statements made or incorporated by reference therein based on information supplied by the Company in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. All Other Filings that are filed by Parent or Merger Co will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Proxy Statement; Other Filings. (a) As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperationten (10) days), (a) the Company shall prepare and file with the SEC, subject to the prior review, comment and approval SEC a preliminary form of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement Statement, and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all any other filings that are required to be filed by such party with the SEC (“Other Filings as required by Filings”) in connection with the Exchange Acttransactions contemplated hereby. Each of the Company and Parent shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders at the earliest Stockholders as promptly as reasonably practicable after the date after clearing comments received from the SECof this Agreement. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between itit and its representatives, on the one hand, and the SEC and its staff, on the other hand, hand relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Stockholder Meeting, any information relating to the Company, Parentits Subsidiaries, Merger Sub Sub, Parent or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableStockholders. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an a reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other partyresponse.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NightHawk Radiology Holdings Inc)
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (and in any event within 35 days assuming Parent timely supplies fifteen (15) Business Days) after the information required from it and timely provides reasonable cooperation)date of this Agreement, (a) the Company shall prepare and file with the SEC, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings as required by the Exchange Act. Each of the Company and Parent shall promptly obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, the Other Filings. Parent shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date Unitholders promptly after clearing comments received from the SECSEC (it being understood that it is intended that the Proxy Statement be mailed as soon as possible and without regard to other time periods under this Agreement); provided, that if the Change of Control Waiver has not been obtained at the time that the comments from the SEC have been cleared, then the Proxy Statement shall be mailed on the first date following the time at which the conditions set forth in Section 5.11(c)(A) and (B)(2)(x) shall have been satisfied but in any event not before February 1, 2010. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company Unitholders, in each case, as promptly as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response appropriate and reasonable comments reasonably timely proposed by the other party.
Appears in 1 contract
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and file with the SEC, subject to SEC the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the preliminary Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other filings with the SEC (“Other Filings”) that are required to be filed by the Company in connection with the transactions contemplated hereby; provided, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement and the Other Filings as required before they are filed with the SEC, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. Without limiting the Exchange Act. Each generality of the foregoing, each of the Company and Parent shall promptly obtain and furnish the all information concerning itself and its Affiliates affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its commercially reasonable best efforts efforts, after consultation with the other, to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be mailed cleared by the SEC as promptly as reasonably practicable and provided to the Company’s stockholders at the earliest shareholders as promptly as reasonably practicable date after clearing comments received following clearance from the SEC. Each party The Company shall promptly notify the other party Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall promptly provide the other party Parent with copies of all correspondence between itthe Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Shareholders Meeting, any information relating to the Company, Company or Parent, Merger Sub or any of their respective Affiliatesaffiliates, directors officers or officers directors, should be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders shareholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide the other party an Parent a reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other partyresponse.
Appears in 1 contract
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings as that are required to be filed by such party in connection with the Exchange ActMerger and the Contemplated Transactions. Each of the Company and Parent shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable efforts to cause the definitive Proxy Statement to be cleared by the SEC and mailed to the Company’s stockholders at the earliest as promptly as reasonably practicable date after clearing comments received from the SECpracticable. Each party The Company shall promptly notify the other party Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party Parent with copies of all correspondence between itthe Company and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Stockholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, directors officers, or officers should directors, shall be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to the filing of the preliminary Proxy Statement, the filing and mailing of the final Proxy Statement, or mailing the Proxy Statement or filing of the Other Filings (or, in each case, or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide the other party an Parent a reasonable opportunity to review and comment on such document or response and shall will include in such document documents or response responses all comments reasonably proposed by Parent, and to the other partyextent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company or any of its Representatives, and the SEC concerning the Proxy Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Capital Real Estate Investment Trust Inc)
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (it being acknowledged that each of C Co and in any event F Co will use their reasonable best efforts to accomplish within 35 20 business days assuming Parent timely supplies thereafter, unless the information required from it and timely provides reasonable cooperation), parties otherwise mutually agree): (a) the Company C Co shall prepare and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company C Co, Merger Co and Parent F Co shall, or shall cause their respective Affiliates affiliates to, prepare and file with the SEC all Other Filings as that are required to be filed by such party in connection with the Exchange Acttransactions contemplated hereby. Each of the Company C Co, Merger Co and Parent F Co shall promptly obtain and furnish the all information concerning itself and its Affiliates affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company C Co, Merger Co and Parent F Co shall use its their respective reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company C Co shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders at the earliest C Co's shareholders as promptly as reasonably practicable after the date after clearing comments received from the SECof this Agreement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between itit and its Representatives, on the one hand, and the SEC and its staff, on the other hand, hand relating to the Proxy Statement or the Other Filings. If at any time prior to the Special C Co Shareholders' Meeting, any information relating to the Company, ParentC Co, Merger Sub Co and F Co or any of their respective Affiliatesaffiliates, directors officers or officers directors, should be discovered by the Company C Co, Merger Co or Parent, F Co which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the stockholders shareholders of the Company in each case, as promptly as reasonably practicable. C Co. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other partyresponse.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)practicable, (a) the Company shall prepare, shall file with the Commission under the Exchange Act, shall use its best efforts to have cleared by the Commission and promptly thereafter shall mail to its stockholders, a Proxy Statement with respect to the meeting of the Company's stockholders referred to in Section 7.2. The term "Proxy Statement" shall mean such proxy statement, as the case may be, and all related proxy materials at the time such documents initially are mailed to the Company's stockholders, and all amendments or supplements thereto, if any, similarly filed and mailed. The Company shall give Parent and its counsel a reasonable opportunity to review and comment upon the Proxy Statement prior to its being filed with the Commission and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the Commission and, in the case of the Proxy Statement and any amendments or supplements thereto, prior to its being disseminated to holders of shares of Company Common Stock. As promptly as practicable, the Company, Parent and Acquisition Sub each shall properly prepare and file with any other filings required under the SEC, subject Exchange Act or any other federal or state law relating to the prior reviewMerger and the transactions contemplated herein (including filings, comment and approval if any, required under the Harx-Xxxxx-Xxxxxx Xxt) (collectively, "Other Filings"). Each of Parent (which approval and the Company shall not be unreasonably withheld promptly notify the other of the receipt of any comments on, or delayed)any request for amendments or supplements to, the Proxy Statement or any Other Filings by the Commission or any other governmental entity or official, and (b) each of the Company and Parent shallshall supply the other with copies of all correspondence between it and each of its subsidiaries and representatives, on the one hand, and the Commission or shall cause their respective Affiliates tothe members of its staff or any other appropriate governmental official, prepare on the other hand, with respect to the Proxy Statement and file with the SEC all Other Filings as required by the Exchange Act. Each any of the Company Other Filings. The Company, Parent and Parent Acquisition Sub each shall promptly use its respective best efforts to obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, the and any Other Filings. Each of , and the Company and Parent Company, after consultation with Parent, shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from made by the SEC Commission with respect to the Proxy Statement or the Other Filingsand any preliminary version thereof. The information provided and to be provided by Parent, Acquisition Sub and the Company shall cause Company, respectively, for use in the Proxy Statement to be shall, on both the date the Proxy Statement is first mailed to the Company’s 's stockholders at the earliest reasonably practicable date after clearing comments received from the SEC. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements as referred to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between it, on the one hand, in Section 7.2 hereof and the SEC and its staffdate such stockholders meeting is held, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so that the Proxy Statement or the Other Filings shall not contain any untrue statement of a material fact or omit to state any a 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, or necessary to correct any statement in any earlier communication with respect to the party that discovers solicitation of proxies for the stockholders' meeting which shall have become false or misleading, and shall comply in all material respects as to form and substance with all applicable requirements of law. Parent, the Company and Acquisition Sub each agree to correct promptly any such information shall promptly notify the other party, and an appropriate amendment, supplement or other filing incorporated provided by reference into it for use in the Proxy Statement describing which shall have become false or misleading. A. Meeting of the Company's Stockholders. In order to consummate the Merger, the Company, acting through the Board, shall take all action necessary in accordance with applicable laws, the Company's Certificate and By-laws to duly call, give notice of, convene and hold an annual or special meeting of its stockholders as promptly as practicable to consider and vote upon the approval and adoption of this Agreement and the approval of the Merger and to take such information shall be filed with other action as is necessary or desirable to consummate the SEC and, transactions contemplated hereby (the "Stockholders' Meeting"). Except to the extent required by applicable law or the Company's By-Laws (a) the Company shall not convene any meeting of its Stockholders prior to the Stockholders' Meeting, and (b) the company shall not present any other matter at the Stockholders' Meeting except for the matters contemplated by this Agreement. At the Stockholders' Meeting, all the shares of Company Common Stock owned by Parent, Acquisition Sub or any other subsidiary or affiliate of Parent shall be voted in favor of the Merger. The stockholder vote required for the adoption of this Agreement and the Merger shall be the vote required by the Corporation Law. The Proxy Statement shall, disseminated except to the extent legally required under the Corporation Law for the discharge of the fiduciary duties of the Board as advised by its counsel, contain the determination and the recommendation of the Board that the stockholders of the Company in each caseapprove and adopt this Agreement and the transactions contemplated hereby including the Merger and the Company, as promptly as reasonably practicableacting through the Board, shall use its best efforts to obtain such approval and adoption. Notwithstanding anything Parent and the Company shall coordinate and cooperate with respect to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party.foregoing matters. A.
Appears in 1 contract
Samples: B Agreement and Plan of Merger (Hamilton Acquisition LLC)
Proxy Statement; Other Filings. (a) As promptly as reasonably practicable after the date execution of this Agreement (and in any event within 35 fifteen (15) days assuming Parent timely supplies the information required from it and timely provides reasonable cooperationthereof), (a) the Company shall prepare and file with the SEC, subject to the prior review, comment and approval consent of Parent the Buyer, (which approval review, comment and consent shall not be unreasonably withheld or delayed), provided sufficiently timely to enable the Company to file the Proxy Statement and no later than the fifteenth (b15th) each of day from the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with date hereof) the SEC all Other Filings as required by the Exchange ActProxy Statement. Each of the Company Buyer and Parent shall promptly obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, the Other Filings. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other FilingsSEC, and the Company shall cause the Proxy Statement to be mailed to the Company’s its stockholders at the earliest reasonably practicable date time after clearing comments received from the SEC. Each party of the Buyer and the Company shall promptly notify the other party promptly upon the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings any filing pursuant to this Section 6.2 or for additional information and shall provide supply the other party with copies of all correspondence between itsuch party or any of its representatives, on the one hand, and the SEC and its staffSEC, on the other hand, relating with respect to the Proxy Statement, the Merger or any filing pursuant to this Section 6.2. Each of the Buyer and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other Governmental Entity under this Section 6.2 to 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 Statement or any filing pursuant to this Section 6.2, the Other FilingsBuyer or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or any other Governmental Entity, and/or mailing to stockholders of the Company, such amendment or supplement. If If, at any time prior to the Special Company Meeting, any information relating to the Company, Parentthe Buyer, the Merger Sub or any of their respective AffiliatesSubsidiaries, directors or officers should be discovered by the Company or Parentthe Buyer or the Merger Sub, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings other filings so that the Proxy Statement or the Other Filings other filings shall not 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, the party that discovers such information shall promptly notify the other party, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings other filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably and timely proposed by the other party.
Appears in 1 contract
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (and in any event within 35 days assuming Parent timely supplies 45 days) after the information required from it and timely provides reasonable cooperation)date of this Agreement, (a) the Company shall prepare and file with the SEC, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings as required by the Exchange Act. Each of the Company and Parent shall promptly obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, the Other Filings. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date promptly after clearing comments received from the SEC. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other party, and an appropriate amendment, supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party.
Appears in 1 contract
Proxy Statement; Other Filings. As (a) Crestline shall, as promptly as reasonably practicable after the date execution of this Agreement (Agreement, and in any no event within 35 later than 30 days assuming Parent timely supplies after the information required from it and timely provides reasonable cooperation), (a) the Company shall prepare and file with the SEC, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates todate hereof, prepare and file with the SEC all Other Filings as required by a proxy statement (together with any amendments or supplements thereto, the Exchange Act"Proxy Statement") in connection with the Merger. Each Barcelo shall, upon request of the Company and Parent shall promptly obtain and Crestline, furnish the Crestline with such information concerning itself and its Affiliates as may be required to be included by Law or any Governmental Entity in connection with the Proxy Statement and, to the extent applicable, the Other FilingsStatement. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company Crestline shall cause the Proxy Statement to be mailed comply as to form in all material respects with the Company’s stockholders at applicable provisions of the earliest reasonably practicable date after clearing comments received from the SECExchange Act. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so Crestline agrees that the Proxy Statement and each amendment or supplement thereto at the Other Filings time it is mailed to Crestline stockholders shall not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading; provided, however, that the party foregoing shall not apply to the extent that discovers such any untrue statement of a material fact or omission to state material fact was made by Crestline in reliance upon and in conformity with information concerning Barcelo or its Affiliates furnished in writing to Crestline by Barcelo or its attorneys or advisors specifically for use in the Proxy Statement. As promptly as possible after clearance by the SEC of the Proxy Statement, Crestline shall promptly notify the other party, and an appropriate amendment, supplement or other filing incorporated by reference into mail the Proxy Statement describing such information to its stockholders. Crestline shall be filed with indemnify and hold harmless Barcelo and its Subsidiaries and Affiliates and their respective officers, directors, stockholders, partners, members, equityholders, employees and agents from and against any and all losses, liabilities, costs, and expenses (including reasonable attorneys' fees) directly arising out of any untrue statement of material fact (or omission of a statement of material fact necessary in order to make the SEC andstatements therein not materially misleading) made in the Proxy Statement. Barcelo shall indemnify and hold harmless Crestline, its Subsidiaries and their respective officers, directors, employees and agents from and against any and all losses, liabilities, costs, and expenses (including reasonable attorneys' fees) directly arising out of any untrue statement of material fact (or omission of a statement of material fact necessary in order to make the extent required by applicable Law, disseminated to the stockholders of the Company statements therein not materially misleading) made in each case, as promptly as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC reliance upon and in conformity with information concerning Barcelo or its staff with respect thereto, Affiliates furnished to Crestline in writing by Barcelo specifically for use in the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other partyProxy Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Crestline Capital Corp)
Proxy Statement; Other Filings. (a) As promptly as reasonably practicable after the date of this Agreement (and in any event within 35 on such date as Parent and Company mutually agree, not to exceed 50 days after the date hereof, assuming Parent timely supplies the information required from it and timely provides reasonable cooperation), (a) the Company shall prepare and file with the SEC, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld withheld, conditioned or delayed), the Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings as required by the Exchange Act. The Company shall use its reasonable best efforts to refuse any stockholder proposal not properly brought before the Special Meeting, including by seeking no-action from the SEC; provided, however, if any stockholder proposal can not be properly excluded from the Special Meeting, the Company shall prepare a statement of opposition. Each of the Company and Parent shall promptly obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, the Other Filings. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall cause the Proxy Statement Filings in order to be mailed to the Company’s stockholders at the earliest reasonably practicable date after clearing clear comments received from the SEC. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other party, and an appropriate amendment, supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company Company, in each case, as promptly as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party.
Appears in 1 contract
Proxy Statement; Other Filings. As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and distribute to Parent a draft of the preliminary Proxy Statement and, after consultation with Parent as provided in this Section 7.01, as promptly as practicable following the date of this Agreement (and in any no event within 35 later than twenty (20) days assuming Parent timely supplies after the information required from it and timely provides reasonable cooperationdate hereof), (a) the Company shall prepare and file with the SECSEC the preliminary Proxy Statement (containing, subject to for the prior review, comment and approval avoidance of Parent (which approval shall not be unreasonably withheld or delayed)doubt, the Proxy Statement Company Recommendation) and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and and, after consultation with each other, file with the SEC all Other Filings as that are required to be filed by such party in connection with the Exchange Acttransactions contemplated hereby. Each of the Company and Parent shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. The Proxy Statement shall comply as to form and substance in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable efforts to cause the definitive Proxy Statement to be cleared by the SEC and mailed to the Company’s stockholders at the earliest as promptly as reasonably practicable date after clearing comments received following clearance from the SEC. Each party The Company shall promptly notify the other party Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall promptly provide the other party Parent with copies of all correspondence between itthe Company and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Stockholders’ Meeting, any information relating to the Company, Parent, Merger Sub MergerCo or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide the other party an Parent a reasonable opportunity to review and comment on such document or response and shall include will in good faith consider such document comments, and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or response comments reasonably proposed by any of its representatives, and the other partySEC concerning the Proxy Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DecisionPoint Systems, Inc.)
Proxy Statement; Other Filings. (a) As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all any other filings that are required to be filed by such party with the SEC (“Other Filings as required by Filings”) in connection with the Exchange Acttransactions contemplated hereby. Each of the Company and Parent shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders at the earliest as promptly as reasonably practicable after the date after clearing comments received from the SECof this Agreement. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between itit and its representatives, on the one hand, and the SEC and its staff, on the other hand, hand relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Stockholder Meeting, any information relating to the Company, ParentMerger Sub, Merger Sub Parent or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, and to the extent required by applicable Lawlaw, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, (x) the party responsible for filing or mailing such document shall (A) provide the other party an a reasonable opportunity to review and comment on such document or response and shall related correspondence and filings and (B) include in such document or response drafts, correspondence and filings all comments reasonably proposed by the other partyparty and (y) to the extent practicable, the Company and its outside counsel shall consult with Parent and its outside counsel on all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the transactions contemplated by this Agreement.
Appears in 1 contract
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and, once reasonably acceptable to Parent and the Company, file with the SEC, subject to SEC the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the preliminary Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates affiliates to, prepare and and, after consultation with each other, file with the SEC all Other Filings as that are required to be filed by such party in connection with the Exchange Acttransactions contemplated hereby. Each of the Company and Parent shall promptly obtain and furnish the all information concerning itself and its Affiliates affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its reasonable best efforts efforts, after consultation with the other, to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable efforts to cause the definitive Proxy Statement to be cleared by the SEC and mailed to the Company’s stockholders at the earliest as promptly as reasonably practicable date after clearing comments received following clearance from the SEC. Each party The Company shall promptly notify the other party Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall promptly provide the other party Parent with copies of all correspondence between itthe Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Stockholders’ Meeting, any information relating to the Company, Parent, Merger Sub Company Parties or the Buyer Parties or any of their respective Affiliatesaffiliates, directors officers or officers directors, should be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide the other party an Parent a reasonable opportunity to review and comment on such document or response and shall will include in such document documents or response responses all comments reasonably proposed by Parent, and to the other partyextent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the Proxy Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Carramerica Realty Operating Partnership Lp)
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company Company, Parent and Parent shallMerger Co shall cooperate to, or and shall cause their respective Affiliates to cooperate to, prepare and file with the SEC all other documents that are required to be filed by such party in connection with the transactions contemplated hereby (the “Other Filings as required by the Exchange ActFilings”). Each of the Company Company, Parent and Parent Merger Co shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company Company, Parent and Parent Merger Co shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders at the earliest as promptly as reasonably practicable date after clearing comments received from the Proxy Statement has been cleared by the SEC. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party parties with copies of all correspondence between itit and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special MeetingEffective Time, any information relating to the Company, Parent, Merger Sub Co or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company Company, Parent or Parent, Merger Co which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an parties with a reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party, to the extent such comments relate specifically to statements made with respect to such other party or its Affiliates. The Proxy Statement and the Other Filings that are filed by the Company will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company hereby covenants and agrees that none of the information included or incorporated by reference in the Proxy Statement or in the Other Filings to be made by the Company will, in the case of the Proxy Statement, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders’ Meeting, or, in the case of any Other Filing, at the date it is first mailed to the Company’s stockholders or at the date it is filed with the SEC, 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, except that no covenant is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. Parent and Merger Co hereby covenants and agree that none of the information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co for inclusion or incorporation by reference in the Proxy Statement or the Other Filings will, in the case of the Proxy Statement, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders’ Meeting, or, in the case of any Other Filing, at the date it is first mailed to the Company’s stockholders or, at the date it is filed with the SEC, 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. No covenant is made by either Parent or Merger Co with respect to statements made or incorporated by reference therein based on information supplied by the Company in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. All Other Filings that are filed by Parent or Merger Co will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Proxy Statement; Other Filings. (a) As promptly as reasonably practicable after following the date of this Agreement (and but in any event within 35 20 business days assuming Parent timely supplies thereafter unless the information required from it and timely provides reasonable cooperationparties shall otherwise agree), (a) the Company shall prepare and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company Company, Parent and Parent Merger Co shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents (including the Schedule 13E-3) that are required to be filed by such party in connection with the transactions contemplated hereby (the "Other Filings as required by the Exchange ActFilings"). Each of the Company Company, Parent and Parent Merger Co shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company Company, Parent and Parent Merger Co shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s 's stockholders at the earliest as promptly as reasonably practicable after the date of this Agreement and, in any event, within five (5) business days after clearing comments received from the SECSEC clears the Proxy Statement. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party parties with copies of all correspondence between itit and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special MeetingEffective Time, any information relating to the Company, Parent, Merger Sub Co or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company Company, Parent or Parent, Merger Co which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party parties an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party. The Proxy Statement and the Other Filings that are filed by the Company will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company hereby covenants and agrees that none of the information included or incorporated by reference in the Proxy Statement or in the Other Filings to be made by the Company will, in the case of the Proxy Statement, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders' Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company's stockholders or at the date it is first filed with the SEC, 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, except that no covenant is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. Parent and Merger Co hereby covenant and agree that none of the information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co for inclusion or incorporation by reference in the Proxy Statement or the Other Filings will, in the case of the Proxy Statement, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders' Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company's stockholders or, at the date it is first filed with the SEC, 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. No covenant is made by either Parent or Merger Co with respect to statements made or incorporated by reference therein based on information supplied by the Company in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. All Other Filings that are filed by Parent or Merger Co will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (and in any event within 35 days assuming Parent timely supplies the information required from it and timely provides reasonable cooperation)Agreement, (a) the Company shall prepare (in consultation with Parent) and file (the Company shall use commercially reasonable efforts to file within 21 days after the date hereof) with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates affiliates to, prepare and file with the SEC all Other Filings as that are required to be filed by such party in connection with the Exchange ActMerger and the Contemplated Transactions. Each of the Company and Parent shall promptly obtain and furnish the all information concerning itself and its Affiliates affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use commercially reasonable efforts to cause the definitive Proxy Statement to be cleared by the SEC and mailed to the Company’s 's stockholders at the earliest as promptly as reasonably practicable date after clearing comments received from the SECpracticable. Each party The Company shall promptly notify the other party Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party Parent with copies of all correspondence between itthe Company and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Stockholders' Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliatesaffiliates, directors officers or officers should directors, shall be discovered by the Company or Parent, Parent which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document Company shall provide the other party an Parent a reasonable opportunity to review and comment on such document or response and, to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company or any of its Representatives and shall include in such document or response comments reasonably proposed by the other partySEC concerning the Proxy Statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eagle Hospitality Properties Trust, Inc.)
Proxy Statement; Other Filings. As promptly as reasonably practicable after the date of this Agreement (and in any event within 35 30 days assuming Parent the Buyers timely supplies the information required from it and timely provides reasonable cooperation), (a) the Company Seller shall prepare and file with the SEC, subject to the prior review, comment and approval of Parent the Buyers (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all any Other Filings as required by the Exchange Act. Each of the Company Seller and Parent the Buyers shall promptly obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement and, to the extent applicable, the Other Filings. Each of the Company Seller and Parent the Buyers shall use its commercially reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement or the Other Filings, and the Company Seller shall cause the Proxy Statement to be mailed to the CompanySeller’s stockholders at the earliest reasonably practicable date after clearing comments received from the SEC. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Meeting, any information relating to the CompanySeller, Parentthe Buyers, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company Seller or Parentthe Buyers, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other party, and an appropriate amendment, supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company Seller in each case, as promptly as reasonably practicable. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (MMC Energy, Inc.)
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (and but in any event within 35 days assuming Parent timely supplies 15 Business Days thereafter unless the information required from it and timely provides reasonable cooperationparties shall otherwise agree), (a) the Company shall prepare (in consultation with Merger Co) and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company and Parent the Merger Co shall, or shall cause their respective Affiliates to, prepare and file with the SEC all Other Filings as that are required to be filed by such party in connection with the Exchange Acttransactions contemplated hereby. Each of the Company and Parent Merger Co shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent Merger Co shall use its respective reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders at the earliest 's shareholders as promptly as reasonably practicable after the date after clearing comments received from the SECof this Agreement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between itit and its Representatives, on the one hand, and the SEC and its staff, on the other hand, hand relating to the Proxy Statement or the Other Filings. If at any time prior to the Special Company Shareholders' Meeting, any information relating to the Company, ParentMerger Co, Merger Sub or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company or Parent, Merger Co which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders shareholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Education Management Corporation)
Proxy Statement; Other Filings. (a) As promptly as reasonably practicable after following the date of this Agreement (and but in any event within 35 20 business days assuming Parent timely supplies thereafter unless the information required from it and timely provides reasonable cooperationparties shall otherwise agree), (a) the Company shall prepare and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company Company, Parent and Parent Merger Co shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents (including the Schedule 13E-3) that are required to be filed by such party in connection with the transactions contemplated hereby (the “Other Filings as required by the Exchange ActFilings”). Each of the Company Company, Parent and Parent Merger Co shall promptly obtain and furnish the all information concerning itself and its Affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company Company, Parent and Parent Merger Co shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders at the earliest as promptly as reasonably practicable after the date of this Agreement and, in any event, within five (5) business days after clearing comments received from the SECSEC clears the Proxy Statement. Each party shall promptly notify the other party parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party parties with copies of all correspondence between itit and its representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement or the Other Filings. If at any time prior to the Special MeetingEffective Time, any information relating to the Company, Parent, Merger Sub Co or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Company Company, Parent or Parent, Merger Co which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicableCompany. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party parties an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party. The Proxy Statement and the Other Filings that are filed by the Company will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company hereby covenants and agrees that none of the information included or incorporated by reference in the Proxy Statement or in the Other Filings to be made by the Company will, in the case of the Proxy Statement, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders’ Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company’s stockholders or at the date it is first filed with the SEC, 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, except that no covenant is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. Parent and Merger Co hereby covenant and agree that none of the information supplied by Parent or Merger Co or any Affiliate of Parent or Merger Co for inclusion or incorporation by reference in the Proxy Statement or the Other Filings will, in the case of the Proxy Statement, at the date it is first mailed to the Company’s stockholders or at the time of the Company Stockholders’ Meeting or at the time of any amendment or supplement thereof, or, in the case of any Other Filing, at the date it is first mailed to the Company’s stockholders or, at the date it is first filed with the SEC, 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. No covenant is made by either Parent or Merger Co with respect to statements made or incorporated by reference therein based on information supplied by the Company in connection with the preparation of the Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. All Other Filings that are filed by Parent or Merger Co will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ss&c Technologies Inc)
Proxy Statement; Other Filings. As promptly as reasonably practicable after following the date of this Agreement (it being acknowledged that each of C Co and in any event F Co will use their reasonable best efforts to accomplish within 35 20 business days assuming Parent timely supplies thereafter, unless the information required from it and timely provides reasonable cooperation), parties otherwise mutually agree): (a) the Company C Co shall prepare and file with the SECSEC the preliminary Proxy Statement, subject to the prior review, comment and approval of Parent (which approval shall not be unreasonably withheld or delayed), the Proxy Statement and (b) each of the Company C Co, Merger Co and Parent F Co shall, or shall cause their respective Affiliates affiliates to, prepare and file with the SEC all Other Filings as that are required to be filed by such party in connection with the Exchange Acttransactions contemplated hereby. Each of the Company C Co, Merger Co and Parent F Co shall promptly obtain and furnish the all information concerning itself and its Affiliates affiliates that is required to be included in the Proxy Statement andor, to the extent applicable, the Other Filings, or that is customarily included in proxy statements or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company C Co, Merger Co and Parent F Co shall use its their respective reasonable best efforts to respond as promptly as reasonably practicable to any comments received from of the SEC with respect to the Proxy Statement or the Other Filings, and the Company C Co shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the CompanyC Co’s stockholders at the earliest shareholders as promptly as reasonably practicable after the date after clearing comments received from the SECof this Agreement. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the Other Filings and shall provide the other party with copies of all correspondence between itit and its Representatives, on the one hand, and the SEC and its staff, on the other hand, hand relating to the Proxy Statement or the Other Filings. If at any time prior to the Special C Co Shareholders’ Meeting, any information relating to the Company, ParentC Co, Merger Sub Co and F Co or any of their respective Affiliatesaffiliates, directors officers or officers directors, should be discovered by the Company C Co, Merger Co or Parent, F Co which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings Filings, so that the Proxy Statement or the Other Filings shall not 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, the party that which discovers such information shall promptly notify the other partyparties, and an appropriate amendment, amendment or supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the stockholders shareholders of the Company in each case, as promptly as reasonably practicable. C Co. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other partyresponse.
Appears in 1 contract
