Common use of Proxy Statement/Prospectus Clause in Contracts

Proxy Statement/Prospectus. (a) As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC the Proxy Statement/Prospectus and the Registration Statement on Form S-4 (the Proxy Statement/Prospectus will be included as a prospectus in the Registration Statement on Form S-4) with respect to the transactions contemplated by this Agreement. As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC an amendment to its Registration Statement on Form S-1 to reflect the transactions contemplated by this Agreement. The Company shall use its reasonable best efforts to have such Proxy Statement/Prospectus cleared by the SEC under the Exchange Act and the Registration Statements declared effective by the SEC under the Securities Act and the Exchange Act, as the case may be, as promptly as practicable after such filings. The status or timing of the adjustment condition described in Section 4.2 of the Spinco Disclosure Schedule shall not serve as a basis for delaying the Company’s efforts to seek effectiveness of the Registration Statements and mail to its stockholders the Proxy Statement/Prospectus. (b) As promptly as practicable after the Registration Statements shall have become effective, the Company shall mail the Proxy Statement/Prospectus to its stockholders. (c) No amendment or supplement to the Proxy Statement/Prospectus or any Registration Statement will be made by the Company without the approval of Forest and Spinco (such approval not to be unreasonably withheld or delayed). The Company will advise Forest and Spinco, promptly after it receives notice thereof, of the time when any Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Company Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or any Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) If, at any time prior to the Effective Time, any event or circumstance should occur that results in the Proxy Statement/Prospectus or the Registration Statements containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or that otherwise should be described in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statements, Forest, Spinco and the Company shall promptly notify each other of the occurrence of such event and then promptly prepare, file and clear with the SEC and mail to the Company’s stockholders each such amendment or supplement.

Appears in 1 contract

Samples: Merger Agreement (Forest Oil Corp)

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Proxy Statement/Prospectus. (a) Registration Statement; Other --------------------------------------------------------- Filings. As promptly as practicable following after the date hereofexecution of this Agreement, ------- Target and Parent will prepare, and file with the SEC, the Company shall Proxy Statement/Prospectus and Parent will prepare and file with the SEC the Proxy Statement/Prospectus and the Registration Statement on Form S-4 (in which the Proxy Statement/Prospectus will be included as a prospectus in prospectus. Each of Target and Parent will respond to any comments of the SEC, will use its respective commercially reasonable efforts to have the Registration Statement on Form S-4) with respect to the transactions contemplated by this Agreement. As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC an amendment to its Registration Statement on Form S-1 to reflect the transactions contemplated by this Agreement. The Company shall use its reasonable best efforts to have such Proxy Statement/Prospectus cleared by the SEC under the Exchange Act and the Registration Statements declared effective by the SEC under the Securities Act and the Exchange Act, as the case may be, as promptly as practicable after such filings. The status or timing of the adjustment condition described in Section 4.2 of the Spinco Disclosure Schedule shall not serve as a basis for delaying the Company’s efforts to seek effectiveness of the Registration Statements filing and mail to its stockholders Target will cause the Proxy Statement/Prospectus. (b) Prospectus to be mailed to its stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the Registration Statements shall have become effectivedate of this Agreement, each of Target and Parent will prepare and file any other filings required to be filed by it under the Exchange Act, the Company shall mail Securities Act or any other Federal, foreign or Blue Sky or related laws relating to the Proxy Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of Target and Parent will notify the ------------- other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement/Prospectus to its stockholders. (c) No amendment or supplement to , the Proxy Statement/Prospectus or any Registration Statement Other Filing or for additional information and will be made by supply the Company without the approval other with copies of Forest and Spinco (all correspondence between such approval not to be unreasonably withheld or delayed). The Company will advise Forest and Spinco, promptly after it receives notice thereof, of the time when any Registration Statement has become effective party or any supplement or amendment has been filedof its representatives, of on the issuance of any stop orderone hand, of the suspension of the qualification of the Company Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by and the SEC for amendment of or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus Prospectus, the Merger or any Registration Statement or comments thereon Other Filing. Each of Target and responses thereto or requests by Parent will cause all documents that it is responsible for filing with the SEC for additional information. (dor other regulatory authorities under this Section 5.1(a) If, at any time prior to comply in all material respects with all applicable requirements of law and the Effective Time, rules and regulations promulgated thereunder. Whenever any event or circumstance should occur that results in the Proxy Statement/Prospectus or the Registration Statements containing an untrue statement of a material fact or omitting to state any material fact occurs which is required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or that otherwise should be described set forth in an amendment or supplement to the Proxy Statement/Prospectus or Prospectus, the Registration StatementsStatement or any Other Filing, ForestTarget or Parent, Spinco and as the Company shall case may be, will promptly notify each inform the other of the such occurrence of such event and then promptly prepare, file and clear cooperate in filing with the SEC and mail or its staff or any other government officials, and/or mailing to the Company’s stockholders each of Target, such amendment or supplement.

Appears in 1 contract

Samples: Merger Agreement (Onvia Com Inc)

Proxy Statement/Prospectus. (a) As promptly soon as practicable following the date hereofconsummation of the Offer, Parent and the Company shall prepare and file with the SEC the Proxy Statement/Prospectus and the Registration Statement on Form S-4 (the Proxy Statement/Prospectus will be included as a prospectus in the Registration Statement on Form S-4) with respect to the transactions contemplated by this Agreement. As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC an amendment to its Registration Statement on Form S-1 to reflect the transactions contemplated by this Agreement. The Company each shall use its reasonable best efforts to have such the Proxy Statement/Prospectus cleared by the SEC under as promptly as practicable. As soon as practicable following such clearance Parent shall prepare and file with the Exchange Act and SEC the Registration Statements Statement, of which the Proxy Statement/Prospectus will form a part, and shall use its best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable thereafter. Parent and the Exchange ActCompany shall cooperate with each other in the preparation of the Proxy Statement/Prospectus, as and each will provide to the case may beother promptly copies of all correspondence between it or any of its representatives and the SEC. Each of the Company and Parent shall furnish all information concerning it required to be included in the Registration Statement and the Proxy Statement/Prospectus, and as promptly as practicable after such filings. The status or timing of the adjustment condition described in Section 4.2 of the Spinco Disclosure Schedule shall not serve as a basis for delaying the Company’s efforts to seek effectiveness of the Registration Statements and mail to its stockholders the Proxy Statement/Prospectus. (b) As promptly as practicable after the Registration Statements shall have become effective, the Company shall mail the Proxy Statement/Prospectus will be mailed to its stockholders. (c) the stockholders of the Company and Parent. No amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus or any Registration Statement will be made by the Company without the approval of Forest each of the Company and Spinco (such Parent, which approval will not to be unreasonably withheld or delayed). The Each of the Company and Parent will advise Forest and Spinco, the other promptly after it receives notice thereof, of the time when any the Registration Statement has become effective or any amend- 0139329.08-01S2a 63 ment thereto or any supplement or amendment to the Proxy Statement/Prospectus has been filed, of or the issuance of any stop order, of or the suspension of the qualification of the Company Parent Common Stock issuable to be issued in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for amendment of the Proxy Statement/Prospectus or any Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) If, at any time prior to the Effective Time, any event or circumstance should occur that results in the Proxy Statement/Prospectus or the Registration Statements containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or that otherwise should be described in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statements, Forest, Spinco and the Company shall promptly notify each other of the occurrence of such event and then promptly prepare, file and clear with the SEC and mail to the Company’s stockholders each such amendment or supplementProspectus.

Appears in 1 contract

Samples: Merger Agreement (Revco D S Inc)

Proxy Statement/Prospectus. (a) Registration Statement; -------------------------------------------------- Other Filings. As promptly as practicable following after the date hereofexecution of this Agreement, the Company shall will prepare and file with the SEC the Proxy Statement/Prospectus , and the Registration Statement on Form S-4 (the Proxy Statement/Prospectus Parent will be included as a prospectus in the Registration Statement on Form S-4) with respect to the transactions contemplated by this Agreement. As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC an amendment to its the Registration Statement on Form S-1 in which the Proxy Statement will be included as a prospectus. Each of the Company and the Parent will respond to reflect any comments of the transactions contemplated by this Agreement. The Company shall SEC and will use its reasonable best efforts to have such Proxy Statement/Prospectus cleared by the SEC under the Exchange Act and the Registration Statements Statement declared effective by the SEC under the Securities Act and the Exchange Act, as the case may be, as promptly as practicable after such filingsfiling. The status or timing of Company will cause the adjustment condition described in Section 4.2 of the Spinco Disclosure Schedule shall not serve as a basis for delaying the Company’s efforts Proxy Statement to seek effectiveness of the Registration Statements and mail be mailed to its stockholders at the Proxy Statement/Prospectus. (b) earliest practicable time. As promptly as practicable after the Registration Statements shall have become effectivedate of this Agreement, the Company shall mail and the Proxy Statement/Prospectus to its stockholders. (c) No amendment Parent will prepare and file any other filings required under the Exchange Act, the Securities Act or supplement any other Federal, foreign or state securities laws relating to the Proxy Statement/Prospectus or any Registration Statement will be made Merger and the transactions contemplated by this Agreement (the Company without the approval of Forest and Spinco (such approval not to be unreasonably withheld or delayed"Other Filings"). The Company Each party will advise Forest and Spinco, notify the other party promptly after it receives notice thereof, of upon the time when any Registration Statement has become effective or any supplement or amendment has been filed, of the issuance receipt of any stop order, of comments from the suspension of the qualification of the Company Common Stock issuable in connection with the Merger for offering SEC or sale in any jurisdiction, or its staff and of any request by the SEC or its staff or any other government officials for amendment amendments or supplements to the Registration Statement, the Proxy Statement or any Other Filing or for additional information and will supply the other party with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus , the Merger or any Registration Statement or comments thereon Other Filing. From and responses thereto or requests by after the SEC for additional information. (d) If, at any time prior to date of this Agreement until the Effective Time, any event or circumstance should occur that results in the Proxy Statement/Prospectus or Parent and the Registration Statements containing an untrue statement of a material fact or omitting to state any material fact Company shall file with the SEC when due all reports required to be stated therein filed pursuant to Section 13 or necessary to make the statements therein, in the light 15(d) of the circumstances under which they are madeExchange Act, not misleading, or and the Parent shall make available to the Company's stockholders such information as may be required in connection with their election as to the form of Merger Consideration. Whenever any event occurs that otherwise should is required to be described set forth in an amendment or supplement to the Proxy Statement/Prospectus , the Registration Statement or any Other Filing or to be made available to the Company's stockholders in connection with such election, the Company or the Registration StatementsParent, Forestas the case may be, Spinco and will promptly inform the Company shall promptly notify each other of the occurrence party of such event occurrence and then promptly prepare, file and clear cooperate in filing with the SEC and mail or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment, supplement or information. The Proxy Statement will also include the recommendations of the Board of Directors of the Company in favor of approval of this Agreement (except that the Board of the Company may withdraw, modify or refrain from making such recommendation to the Company’s stockholders each such amendment or supplementextent that the Board determines in good faith, after consulting with outside legal counsel, that the Board's fiduciary duties under applicable law require it to do so).

Appears in 1 contract

Samples: Merger Agreement (Energynorth Inc)

Proxy Statement/Prospectus. For the purposes (ax) As promptly as practicable following of registering Buyer's Common Stock to be issued to holders of the date hereof, the Company shall prepare and file Company's Common Stock in connection with the SEC the Proxy Statement/Prospectus and the Registration Statement on Form S-4 (the Proxy Statement/Prospectus will be included as a prospectus in the Registration Statement on Form S-4) Merger with respect to the transactions contemplated by this Agreement. As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC an amendment to its Registration Statement on Form S-1 to reflect the transactions contemplated by this Agreement. The Company shall use its reasonable best efforts to have such Proxy Statement/Prospectus cleared by the SEC under the Exchange Securities Act and applicable state securities laws and (y) of holding the Registration Statements declared effective by Company Special Meeting, the SEC under Buyer and the Company shall cooperate in the preparation of a registration statement (such registration statement, together with all and any amendments and supplements thereto, being herein referred to as the "REGISTRATION STATEMENT"), including a proxy statement/prospectus or statements satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed by the Company to the Company shareholders, together with any and all amendments or supplements thereto, being herein referred to as the case may be, "PROXY STATEMENT-PROSPECTUS"). The Buyer shall file the Registration Statement with the SEC. Each of the Buyer and the Company shall use their best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings. The status or timing of the adjustment condition described in Section 4.2 of the Spinco Disclosure Schedule shall not serve as a basis for delaying the Company’s efforts to seek effectiveness of the Registration Statements filing, and mail to its stockholders the Proxy Statement/Prospectus. (b) As promptly as practicable after the Registration Statements shall have become effective, the Company shall thereafter promptly mail the Proxy Statement/Statement- Prospectus to its stockholders. (c) No amendment . The Buyer shall also use its best efforts to obtain all necessary state securities law or supplement "Blue Sky" permits and approvals required to carry out the Proxy Statement/Prospectus or any Registration Statement will be made transactions contemplated by this Agreement, and the Company without shall furnish all information concerning the approval of Forest Company and Spinco (such approval not to be unreasonably withheld or delayed). The Company will advise Forest and Spinco, promptly after it receives notice thereof, of the time when any Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification holders of the Company Common Stock issuable as may be reasonably requested in connection with any such action. The Company and the Merger for offering or sale in Buyer shall each promptly notify the other if at any jurisdiction, or of any request by the SEC for amendment of time it becomes aware that the Proxy Statement/-Prospectus or contains any Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) If, at any time prior to the Effective Time, any event or circumstance should occur that results in the Proxy Statement/Prospectus or the Registration Statements containing an untrue statement of a material fact or omitting omits to state any a material fact required to be stated therein or necessary to make the statements contained therein, in the light of the circumstances under which they are were made, not misleading. In such event, the Company and the Buyer shall cooperate in the preparation of a supplement or that otherwise should be described in an amendment or supplement to the Proxy Statement/Prospectus -Prospectus, which corrects such misstatement or omission, and shall cause the Registration Statements, Forest, Spinco and the Company shall promptly notify each other of the occurrence of such event and then promptly prepare, file and clear same to be filed with the SEC and mail distributed to stockholders of the Company’s stockholders each such amendment or supplement.

Appears in 1 contract

Samples: Merger Agreement

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Proxy Statement/Prospectus. (a) As promptly soon as practicable following the date hereofexecution of this Agreement, Parent and the Company shall prepare and file with the SEC the Proxy Statement/Prospectus and the Registration Statement on Form S-4 (the Proxy Statement/Prospectus will be included as a prospectus in the Registration Statement on Form S-4) with respect to the transactions contemplated by this Agreement. As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC an amendment to its Registration Statement on Form S-1 to reflect the transactions contemplated by this Agreement. The Company each shall use its reasonable best efforts to have such the Proxy Statement/Prospectus filed on or before November 11, 1997 and to be cleared by the SEC under as promptly as practicable thereafter. As soon as practicable following such clearance Parent shall prepare and file with the Exchange Act and SEC the Registration Statements Statement, of which the Proxy Statement/Prospectus 38 will form a part, and shall use its best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable thereafter. Parent and the Exchange ActCompany shall cooperate with each other in the preparation of the Proxy Statement/Prospectus, as and each will provide to the case may beother promptly copies of all correspondence between it or any of its representatives and the SEC. Each of the Company and Parent shall furnish all information concerning it required to be included in the Registration Statement and the Proxy Statement/Prospectus, and as promptly as practicable after such filings. The status or timing of the adjustment condition described in Section 4.2 of the Spinco Disclosure Schedule shall not serve as a basis for delaying the Company’s efforts to seek effectiveness of the Registration Statements and mail to its stockholders the Proxy Statement/Prospectus. (b) As promptly as practicable after the Registration Statements shall have become effective, the Company shall mail the Proxy Statement/Prospectus will be mailed to its stockholders. (c) the stockholders of the Company and Parent. No amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus or any Registration Statement will be made by the Company without the approval of Forest each of the Company and Spinco (such Parent, which approval will not to be unreasonably withheld or delayed). The Each of the Company and Parent will advise Forest and Spinco, the other promptly after it receives notice thereof, of the time when any the Registration Statement has become effective or any amendment thereto or any supplement or amendment to the Proxy Statement/Prospectus has been filed, of or the issuance of any stop order, of or the suspension of the qualification of the Company Parent Common Stock issuable to be issued in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for amendment of the Proxy Statement/Prospectus or any Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) If, at any time prior to the Effective Time, any event or circumstance should occur that results in the Proxy Statement/Prospectus or the Registration Statements containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or that otherwise should be described in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statements, Forest, Spinco and the Company shall promptly notify each other of the occurrence of such event and then promptly prepare, file and clear with the SEC and mail to the Company’s stockholders each such amendment or supplementProspectus.

Appears in 1 contract

Samples: Merger Agreement (Mac Frugals Bargains Close Outs Inc)

Proxy Statement/Prospectus. (a) As promptly soon as practicable following the date hereofconsummation of the Offer, Parent and the Company shall prepare and file with the SEC the Proxy Statement/Prospectus and the Registration Statement on Form S-4 (the Proxy Statement/Prospectus will be included as a prospectus in the Registration Statement on Form S-4) with respect to the transactions contemplated by this Agreement. As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC an amendment to its Registration Statement on Form S-1 to reflect the transactions contemplated by this Agreement. The Company each shall use its reasonable best efforts to have such the Proxy Statement/Prospectus cleared by the SEC under as promptly as practicable. As soon as practicable following such clearance Parent shall prepare and file with the Exchange Act and SEC the Registration Statements Statement, of which the Proxy Statement/Prospectus will form a part, and shall use its best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable thereafter. Parent and the Exchange ActCompany shall cooperate with each other in the preparation of the Proxy Statement/Prospectus, as and each will provide to the case may beother promptly copies of all correspondence between it or any of its representatives and the SEC. Each of the Company and Parent shall furnish all information concerning it required to be included in the Registration Statement and the Proxy Statement/Prospectus, and as promptly as practicable after such filings. The status or timing of the adjustment condition described in Section 4.2 of the Spinco Disclosure Schedule shall not serve as a basis for delaying the Company’s efforts to seek effectiveness of the Registration Statements and mail to its stockholders the Proxy Statement/Prospectus. (b) As promptly as practicable after the Registration Statements shall have become effective, the Company shall mail the Proxy Statement/Prospectus will be mailed to its stockholders. (c) the stockholders of the Company and Parent. No amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus or any Registration Statement will be made by the Company without the approval of Forest each of the Company and Spinco (such Parent, which approval will not to be unreasonably withheld or delayed). The Each of the Company and Parent will advise Forest and Spinco, the other promptly after it receives notice thereof, of the time when any the Registration Statement has become effective or any amend- ment thereto or any supplement or amendment to the Proxy Statement/Prospectus has been filed, of or the issuance of any stop order, of or the suspension of the qualification of the Company Parent Common Stock issuable to be issued in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the NYSE for amendment of the Proxy Statement/Prospectus or any Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) If, at any time prior to the Effective Time, any event or circumstance should occur that results in the Proxy Statement/Prospectus or the Registration Statements containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or that otherwise should be described in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statements, Forest, Spinco and the Company shall promptly notify each other of the occurrence of such event and then promptly prepare, file and clear with the SEC and mail to the Company’s stockholders each such amendment or supplementProspectus.

Appears in 1 contract

Samples: Merger Agreement (Rite Aid Corp)

Proxy Statement/Prospectus. (a) As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC the Proxy Statement/Prospectus and the Registration Statement on Form S-4 (the Proxy Statement/Prospectus will be included as a prospectus in the Registration Statement on Form S-4) with respect to the transactions contemplated by this Agreement. As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC an amendment to its Registration Statement on Form S-1 to reflect the transactions contemplated by this Agreement. The Company shall use its reasonable best efforts to have such Proxy Statement/Prospectus cleared by the SEC under the Exchange Act and the Registration Statements declared effective by the SEC under the Securities Act and the Exchange Act, as the case may be, as promptly as practicable after such filings. The status or timing of the adjustment condition described in Section 4.2 of the Spinco Disclosure Schedule shall not serve as a basis for delaying the Company’s 's efforts to seek effectiveness of the Registration Statements and mail to its stockholders the Proxy Statement/Prospectus. (b) As promptly as practicable after the Registration Statements shall have become effective, the Company shall mail the Proxy Statement/Prospectus to its stockholders. (c) No amendment or supplement to the Proxy Statement/Prospectus or any Registration Statement will be made by the Company without the approval of Forest and Spinco (such approval not to be unreasonably withheld or delayed). The Company will advise Forest and Spinco, promptly after it receives notice thereof, of the time when any Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Company Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or any Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) If, at any time prior to the Effective Time, any event or circumstance should occur that results in the Proxy Statement/Prospectus or the Registration Statements containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or that otherwise should be described in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statements, Forest, Spinco and the Company shall promptly notify each other of the occurrence of such event and then promptly prepare, file and clear with the SEC and mail to the Company’s 's stockholders each such amendment or supplement.

Appears in 1 contract

Samples: Merger Agreement (Mariner Energy Inc)

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