Proxy Statement; Schedule 13E Sample Clauses
The "Proxy Statement; Schedule 13E" clause outlines the requirements for preparing and filing a proxy statement and Schedule 13E in connection with certain corporate actions, such as mergers or going-private transactions. This clause typically mandates that the company provide shareholders with detailed disclosures about the transaction, including financial information, potential conflicts of interest, and the terms of the deal, and that these disclosures comply with SEC regulations. By specifying these obligations, the clause ensures transparency and regulatory compliance, helping shareholders make informed decisions and protecting the company from legal and regulatory risks.
Proxy Statement; Schedule 13E. 3.
(a) Promptly following the date hereof, and in no event later than forty-five (45) days following the date of this Agreement, the Company will prepare and file with the SEC a preliminary proxy statement (as amended or supplemented, the “Proxy Statement”) relating to the Company Stockholder Meeting and for the purpose of obtaining the Requisite Stockholder Approval, and the Company and Parent will jointly prepare and file with the SEC a Schedule 13E-3; provided that neither the Company nor Parent shall be in breach of this Section 5.4(a) as a result of any delay in filing the Proxy Statement or the Schedule 13E-3 caused by the failure of any party or any filing person thereunder to comply with its obligations under Section 5.4(b) or provide information reasonably necessary in connection therewith. The Company shall use reasonable best efforts to cause the Proxy Statement when filed to comply as to form, in all material respects, with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and shall cause the Proxy Statement, when mailed to Company’s Stockholders, to comply as to form, in all material respects, with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Subject to Section 5.3(e), the Company must include the Company Board Recommendation in the Proxy Statement. The Company shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing.
(b) Each of the Company, on the one hand, and Topco, Parent and Merger Sub, on the other hand, will furnish all information concerning it and its Affiliates, if applicable, as the other party may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement and the Schedule 13E-3. If at any time prior to the Company Stockholder Meeting any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates should be discovered by the Company, on the one hand, or Parent, on the other hand, that should be set forth or incorporated by reference in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, as the case may be, so that such filing would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the party th...
Proxy Statement; Schedule 13E. 3. The information concerning Nybor and its general partner and its respective officers, directors, employees and shareholders supplied by and relating to Nybor for inclusion in the Proxy Statement and the Schedule 13E-3 will 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 were made, not misleading. Nybor makes no representation or warranty with respect to any information supplied by the Company or any of its representatives that is contained in the Proxy Statement or in the Schedule 13E-3 except that it has no actual knowledge (without investigation) of a material misstatement or omission in the representations of the Company as set forth in Article IV.
Proxy Statement; Schedule 13E. 3. None of the information to be supplied by the Purchasers for inclusion in the Proxy Statement or the Schedule 13E-3 will (i) in the case of the Schedule 13E-3 (or any amendment thereof or supplement thereto), as of the date of filing and as of the date of the Company Stockholders' Meeting and (ii) in the case of the Proxy Statement (or any amendment thereof or supplement thereto), as of the date of filing or mailing to the Company's stockholders and as of the date of the Company Stockholders' 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 with respect to information provided by Purchasers, in light of the circumstances under which they are made, not misleading.
Proxy Statement; Schedule 13E. 3; INFORMATION STATEMENT. None of the information supplied or to be supplied by or on behalf of the Buyer for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 or any amendment or supplements thereto will, as of the date the Proxy Statement, the Schedule 13E-3 or any such amendment or supplement is filed with the SEC or the Proxy Statement is mailed to the shareholders of the Company and as of the time of any meeting of the shareholders of the Company in connection with the transactions contemplated hereby, 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 by or on behalf of the Buyer for inclusion in the Information Statement (including for these purposes, whether or not so supplied, all information related to the Election, the terms and conditions of the Agreement of Limited Partnership set forth in Exhibit B, the consequences of the Election on an Electing Holder, including Tax consequences, and the proposed business of the Surviving Partnership) will, as of the date the Information Statement is mailed to the holders of SUSA Units, 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.
Proxy Statement; Schedule 13E. (a) None of the information to be supplied by the Company for inclusion in a proxy statement relating to the Company Stockholders Meeting (as defined in Section 6.2) (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) and a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) will, in the case of the Proxy Statement, as of the time the Proxy Statement (or any amendment thereof or supplement thereto) is filed with the SEC and at the time the Proxy Statement is mailed to the Company’s stockholders, and in the case of the Schedule 13E-3, as of the date thereof and the date of any amendment thereto, and in each case, at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
(b) Each of the Proxy Statement and the Schedule 13E-3 will, as of its first date of use, comply as to form in all material respects with the provisions of the Exchange Act.
Proxy Statement; Schedule 13E. 3. The written information supplied or to be supplied by Parent and Sub for inclusion in the Proxy Statement and the Schedule 13E-3 will not, with respect to the Schedule 13E-3, at the time it or any amendment or supplement to it is filed with the Commission, with respect to the Proxy Statement, at the date it is mailed to the Company's stockholders, and with respect to both documents, at the date of the Stockholders' Meeting, contain any untrue statement of a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.
Proxy Statement; Schedule 13E. 3. The information concerning the Company and its officers, directors, employees and stockholders supplied by and relating to the Company for inclusion in the Proxy Statement or the Schedule 13E-3 will 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 were made, not misleading. The Company makes no representation or warranty with respect to any information supplied by Mergeco, the Management Group or any of their respective stockholders, directors, officers and/or representatives that is contained in the Proxy Statement or in the Schedule 13E-3.
Proxy Statement; Schedule 13E. 3. The Proxy Statement (including any amendments or supplements thereto or any document incorporated by reference therein) shall not, on the date it is first mailed to the shareholders of the Company and at the time of the Company Shareholders Meeting, and the Schedule 13E-3 shall not, on the date it (including any amendments or supplements thereto or any document incorporated by reference therein) 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. Each of the Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information relating to the Parent or its Affiliates supplied in writing by or on behalf of the Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3.
Proxy Statement; Schedule 13E. 3. The Proxy Statement shall, as of its first date of use, comply as to form in all material respects with the applicable requirements of the Exchange Act. None of the information provided by or on behalf of the Company for inclusion in the Proxy Statement or the Schedule 13E-3 shall (a) in the case of the Schedule 13E-3 (or any amendment thereof or supplement thereto), as of the date of filing and as of the date of the Company Shareholders’ Meeting and (b) in the case of the Proxy Statement (or any amendment thereof or supplement thereto), as of the date of filing or mailing to the Company Shareholders and as of the date of the Company 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; provided, however, that this representations and warranty shall not apply to any information that subsequently changes or becomes incorrect or incomplete to the extent such changes or failure to be correct or complete are promptly disclosed to the Purchasers, and the Company uses its reasonable efforts, with the reasonable cooperation of Purchasers, to prepare, file or disseminate updated information to the extent required by applicable Law.
Proxy Statement; Schedule 13E. 3. The information concerning Mergeco and its officers, directors, employees and shareholders supplied by and relating to Mergeco for inclusion in the Proxy Statement and the Schedule 13E-3 will 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 were made, not misleading. Mergeco makes no representation or warranty with respect to any information supplied by the Company or any of its representatives that is contained in the Proxy Statement or in the Schedule 13E-3.