Proxy Statement; Schedule 13E-3. (a) As promptly as practicable after the date of this Agreement, and in no event later than 45 days after the date of this Agreement (and provided that the Sprint Parties shall have provided the information set forth in the fourth sentence of this Section 4.2(a)), the Company will prepare and file with the SEC a proxy statement relating to the Company Stockholders’ Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”), and the Company and Sprint shall jointly prepare and file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the transactions contemplated by this Agreement. The Company shall use its reasonable best efforts to respond to any comments of the SEC and to cause the Proxy Statement to be mailed to the Company Stockholders as promptly as practicable and each of the Sprint Parties and the Company shall use their reasonable best efforts to jointly respond to and resolve all SEC comments with respect to the Schedule 13E-3 as promptly as reasonably practicable after receipt thereof; provided, however, that (i) prior to the filing and mailing of the Proxy Statement, the Company will provide the Sprint Parties and their counsel with reasonable opportunity to review and comment on the Proxy Statement and will consider in good faith all comments proposed by the Sprint Parties and their representatives and (ii) prior to the filing the Schedule 13E-3, each of Sprint and the Company will provide the other Party and the other Party’s counsel with reasonable opportunity to review and comment on the Schedule 13E-3 and will consider in good faith all comments proposed by the other Party and the other Party’s representatives. The Sprint Parties will provide the Company with any information for inclusion in the Proxy Statement which may be required under applicable Law and which is reasonably requested by the Company. Each of the Sprint Parties and the Company will promptly notify the other party of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information, and will supply the other party with copies of all correspondence between the Company or the Sprint Parties and their respective representatives, on the one hand, and the SEC or members of its staff, on the o...
Proxy Statement; Schedule 13E-3. (a) None of the information to be supplied by or on behalf of the Company 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, in light of the circumstances under which they are made, not misleading.
Proxy Statement; Schedule 13E-3. As promptly as practicable, the Company will prepare and file a preliminary Proxy Statement and the Schedule 13E-3 with the Commission and will use its reasonable best efforts to respond to the comments of the Commission in connection therewith and to furnish all information required to prepare the definitive Proxy Statement (including, without limitation, financial statements and supporting schedules and certificates and reports of independent public accountants). Parent, Sub and the Company will cooperate with each other in connection with the preparation, filing and clearance by the Commission of the Proxy Statement and the Schedule 13E-3. Without limiting the generality of the foregoing, each of Parent and Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement and the Schedule 13E-3. The Company shall notify Parent promptly of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement or the Schedule 13E-3. The Company will cause the definitive Proxy Statement to be mailed to the stockholders of the Company and, ifnecessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material and, if required in connection therewith, resolicit proxies. The Company will not mail any Proxy Statement or amendment or supplement thereto or use any proxy material in connection with the Stockholders' Meeting (as defined below) without Parent's prior approval.
Proxy Statement; Schedule 13E-3. (a) As promptly as practicable following the date of this Agreement, (i) the Company shall prepare the Proxy Statement, which shall, subject to Section 5.3, include the Recommendation, and the Company and Parent shall jointly prepare a Rule 13E-3 transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) and (ii) the Parent Parties shall furnish all information concerning themselves and their Affiliates that is required to be included in the Proxy Statement and shall promptly provide such other assistance in the preparation of the Proxy Statement as may be reasonably requested by the Company from time to time. As promptly as practicable (and in any event within five (5) Business Days) after the No Shop Period Start Date (or such earlier date as the Company determines in its sole discretion), subject to the receipt from the Parent Parties of the information described in clause (ii) of the preceding sentence of this paragraph (a), the Company shall file the Proxy Statement with the SEC, and the Company and the Parent Parties shall jointly file the Schedule 13E-3 with the SEC.
Proxy Statement; Schedule 13E-3. (a) As promptly as practicable after the date hereof, the Company shall prepare and file with the SEC, and Holding shall cooperate with the Company in such preparation and filing, a preliminary proxy statement relating to this Agreement and the transactions contemplated hereby and shall furnish the information required to be included therein by the SEC and, after consultation with Holding, shall respond promptly to any comments made by the SEC with respect to the preliminary information statement and cause a definitive Proxy Statement (the "Proxy Statement") to be mailed to the Company's stockholders.
Proxy Statement; Schedule 13E-3. (a) As promptly as practicable following the date of this Agreement (and in any event, within 21 days following the date hereof), (i) the Company shall prepare the Proxy Statement, which shall include the Company Recommendation (except as otherwise provided in Section 5.3), and the Company and Purchaser shall jointly prepare a Rule 13E-3 transaction statement on Schedule 13E-3 (the “Schedule 13E-3”), (ii) Purchaser and Merger Sub shall furnish all information concerning themselves and their Affiliates that is required to be included in the Proxy Statement and shall promptly provide such other assistance in the preparation of the Proxy Statement as may be requested by the Company from time to time and (iii) the Company shall file the Proxy Statement with the SEC, and the Company and Purchaser shall jointly file the Schedule 13E-3 with the SEC.
Proxy Statement; Schedule 13E-3. (a) In connection with the Seller Stockholder Meeting, Seller will (i) promptly prepare and file with the SEC, use its reasonable best efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable, the Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts, subject to Section 8.01 hereof, to obtain stockholder approval of this Agreement and (iii) otherwise comply with all Legal Requirements applicable to such meeting.
Proxy Statement; Schedule 13E-3. (a) None of the information to be supplied by either of the Companies for inclusion in the Proxy Statement or the Schedule 13E-3 will, in the case of the Schedule 13E-3, as of the date thereof and the date of any amendment thereto and, in the case of the Proxy Statement, as of the time the Proxy Statement (or any Table of Contents amendment thereof or supplement thereto) is filed with the SEC and at the time the Proxy Statement is mailed to the Company’s stockholders, 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-3. None of the information provided by the Purchasers 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 with respect to information provided by Purchasers, 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 Company, and the Purchasers use their reasonable efforts, with the reasonable cooperation of the Company, to prepare, file or disseminate updated information to the extent required by applicable Law.
Proxy Statement; Schedule 13E-3. The Company shall file as soon as reasonably practicable the Proxy Statement and the Schedule 13E-3 with the SEC under the Exchange Act in form and substance reasonably satisfactory to each of the Company and Acquiror. Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement and the Schedule 13E-3 and in responding to any comments of the SEC with respect to the Proxy Statement or the Schedule 13E-3 or any requests by the SEC for any amendment or supplement thereto or for additional information. Each of the Company, Acquiror and the Special Committee and their respective counsel shall have a reasonable opportunity to review and comment on (i) the Proxy Statement and the Schedule 13E-3, including all amendments and supplements thereto, prior to such documents being filed with the SEC or disseminated to holders of Shares and (ii) all responses to requests for additional information and replies to comments from the SEC or the staff thereof prior to their being filed with, or sent to, the SEC. Each of the Company and Acquiror agrees to use its reasonable commercial efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Shareholders’ Meeting at the earliest practicable time.
