Common use of Proxy Statement; Schedule Clause in Contracts

Proxy Statement; Schedule. 13E-3. (a) As promptly as practicable after the execution of this Agreement, (i) the Company shall prepare (in consultation with Parent) and file with the SEC a proxy statement (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the meeting of the Company's stockholders (the "Company Stockholders' Meeting") to be held to consider approval of this Agreement and the Merger, and (ii) Parent, Merger Sub and the Company shall, if required by the Exchange Act, prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") relating to the Merger and the other transactions contemplated by this Agreement. The Company shall furnish all information concerning the Company that Parent may reasonably request in connection with such actions and the preparation of the Proxy Statement and Schedule 13E-3, if any.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Crown Central Petroleum Corp /Md/), Agreement and Plan of Merger (Rosemore Inc), Agreement and Plan of Merger (Rosemore Inc)

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Proxy Statement; Schedule. 13E-3. (a) As promptly as practicable after the execution of this Agreement, (i) the Company shall prepare (in consultation with Parent) and file with the SEC a proxy statement (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the meeting of the Company's stockholders shareholders (the "Company StockholdersShareholders' Meeting") to be held to consider approval of this Agreement and the Merger, and (ii) Parent, Merger Sub and the Company shall, shall if required by the Exchange Act, prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") relating to the Merger and the other transactions contemplated by this Agreement. The Company shall furnish all information concerning the Company that Parent may reasonably request in connection with such actions and the preparation of the Proxy Statement and Schedule 13E-3, if any.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Educational Products Inc)

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Proxy Statement; Schedule. 13E-3. (a) As promptly as practicable after the execution of this Agreement, (i) the Company shall prepare (in consultation with Parent) and file with the SEC a proxy statement (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the meeting of the Company's stockholders (the "Company Stockholders' Meeting") to be held to consider approval of this Agreement and the Merger, and (ii) Parent, Merger Sub and the Company shall, if required by the Exchange Act, prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 or an amendment to such Schedule filed with the SEC by the same parties on May 16, 2000, as appropriate (together with all amendments and supplements thereto, the "Schedule 13E-3") ), relating to the Merger and the other transactions contemplated by this Agreement. The Company shall furnish all information concerning the Company that Parent may reasonably request in connection with such actions and the preparation of the Proxy Statement and Schedule 13E-3, if any.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Crown Central Petroleum Corp /Md/)

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