Proxy Statement; Special Meeting. (a) Except as specifically permitted by Section 7.12(c), the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement), a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement. The Company shall furnish to the Buyer all information concerning the Company and the Company Subsidiaries as the Buyer may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer shall provide the Sellers’ Representative with an opportunity to review and comment on such document or response.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Avista Capital Partners GP, LLC), Stock Purchase Agreement (Angiodynamics Inc)
Proxy Statement; Special Meeting. (a) Except as specifically permitted by Section 7.12(c), the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-lawsOrganizational Documents: (i) prepare and file with the SEC, as promptly as practicable after the date of this Agreement (and in SEC no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (255) calendar days after Business Days following the date of this Agreement), a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (provided x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the Buyer shall not be required to mail preliminary proxy statement, the Proxy Statement until day following the 2011 Audited Financial Statements have been included in SEC staff’s clearance of the Proxy Statementpreliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five the twelfth (4512th) calendar days after mailing of day following the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) Mailing Date for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the The Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this AgreementAgreement and the Financing. The Company Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent shall furnish to the Buyer all information concerning the Company Seller Parent and the Company its Subsidiaries as the Buyer may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer shall provide the Sellers’ Representative Seller Parent with an opportunity to review and comment on such document or response.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Medicines Co /De), Purchase and Sale Agreement (Melinta Therapeutics, Inc. /New/)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted is reasonably practicable after receipt by Section 7.12(c)Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) Parent shall prepare and file with the SECSEC under the Exchange Act, as promptly as practicable after and with all other applicable regulatory bodies, proxy materials for the date purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of (i) the adoption of this Agreement and the approval of the Merger (“Parent Stockholder Approval”), (ii) the change of the name of Parent to a name selected by the Company (the “Name Change Amendment”), (iii) an increase in the number of authorized shares of Parent Common Stock to 75,000,000 (the “Capitalization Amendment”), (iv) an amendment to remove the preamble and in no event later than the later sections A through D, inclusive of (x) ten (10) calendar days Article Sixth from Parent’s Certificate of Incorporation from and after the Company delivers Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) the adoption of an Incentive Stock Option Plan (the “Parent Plan”) at a meeting of holders of Parent Common Stock to be called and held for such purpose (the “Special Meeting”). The Parent Plan shall provide that an aggregate of 2,850,000 shares of Parent Common Stock (or such higher number of shares as shall be agreed to by Parent and the Company) shall be reserved for issuance pursuant to the Buyer Parent Plan. Such proxy materials shall be in the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date form of this Agreement), a preliminary proxy statement relating to be used for the solicitation purpose of soliciting such proxies from the stockholders holders of Buyer Parent Common Stock and also for the Buyer Stockholder Approval and (A) respond promptly purpose of issuing the Parent Common Stock to any comments made by holders of Company Capital Stock in connection with the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement Merger (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement. The Company shall furnish to the Buyer Parent all information concerning the Company and the Company Subsidiaries as the Buyer Parent may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data . The Company and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer its counsel shall provide the Sellers’ Representative with be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be declared effective by the SEC as promptly as practicable. Parent shall also take any and all such document actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or responsequalified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Capital Stock and Notes reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction.
Appears in 1 contract
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted is reasonably practicable after receipt by Section 7.12(c)AETI from each Target Company of all financial and other information relating to such Target Company as AETI may reasonably request for its preparation, the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) AETI shall prepare and file with the SECSEC under the Exchange Act, as promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement)with all other applicable regulatory bodies, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed used for the purpose of soliciting proxies from holders of AETI Common Stock to Buyer’s stockholders vote in favor of (provided that i) the Buyer shall not be required to mail issuance of AETI Common Stock in connection with the Proxy Statement until the 2011 Audited Financial Statements have been included Transactions (ii) an increase in the Proxy Statementnumber of authorized shares of AETI Common Stock (such number to be as directed by the Target Companies) and (iii) amendments to AETI’s Amended and Restated Certificate of Incorporation to be effective from and after the Closing (A) authorizing a reverse stock split of AETI Common Stock at a ratio in an amount sufficient to satisfy Nasdaq listing requirements in effect at such time to be determined by the AETI Board and Holdings and (B) solicit proxies from its stockholders for changing the Buyer Stockholder Approval name of AETI to Stabilis Energy, Inc., each as reflected in the amendments to the AETI Charter Documents attached hereto as Exhibits D-1 through D-3, and (iiiv) cause adjourning the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve the foregoing (the matters set forth in clauses (i) through (iv) being referred to herein as the “AETI Stockholder Matters”) at a special meeting of its stockholders holders of AETI Common Stock to be called and held for such purpose (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval). Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement. The Each Target Company shall furnish to the Buyer AETI all information concerning the such Target Company and the Company Subsidiaries as the Buyer AETI may reasonably request in connection with the preparation of the Proxy Statement. All information furnished by each Target Company to AETI pursuant to this Section 8.1(a) shall be in the form and substance required by SEC Schedule 14A including risk factors of such Target Company’s business, including, without limitation, selected financial data and management’s discussion and analysis of financial condition conditions and results of operation, selected financial information, proforma financial information, business, operations as required pursuant and properties, owners and management. Each Exchanging Owner, Target Company and its counsel shall be given an opportunity to review, comment on and approve the rules and regulations of preliminary Proxy Statement prior to its filing with the SEC. Prior AETI, with the assistance and written approval of each Target Company, shall promptly respond to filing any SEC comments on the Proxy Statement or mailing and shall otherwise use commercially reasonable efforts to cause the Proxy Statement (or to be approved by the SEC as promptly as practicable. AETI shall also take any amendment or supplement thereto) or responding and all actions required to any comments satisfy the requirements of the SEC with respect thereto, Securities Act and the Buyer shall provide the Sellers’ Representative with an opportunity to review and comment on such document or responseExchange Act.
Appears in 1 contract
Samples: Share Exchange Agreement (American Electric Technologies Inc)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted is reasonably practicable after receipt by Section 7.12(cParent from the Company of all financial and other information relating to the Company as is necessary for its preparation (including the Updated Audited Financial Statements), the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) Parent shall prepare and file with the SECSEC under the Exchange Act, as promptly as practicable after and with all other applicable regulatory bodies, the date Proxy Statement/Prospectus to be used for the purpose of soliciting proxies from holders of Parent Common Stock (the “Parent Stockholders”) to vote in favor of (i) the adoption of this Agreement (and in no event later than the later approval of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement), a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement Merger (the “Proxy StatementMerger Proposal”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and ), (ii) cause the election to the board of directors of Parent of the individuals identified on Schedule 5.2 of the Parent Schedule for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to a special name to be mutually agreed by the parties hereto, an increase in the number of authorized shares of Parent Common Stock to 350,000,000 and other mutually agreed upon changes to Parent’s capitalization structure and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing and such other amendments proposed by the Company that are reasonably acceptable to Parent (the “Charter Amendments Proposals”), (iv) the adoption of the Parent Plan, (v) approval of the PIPE Investment and (vi) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”) at a meeting of its stockholders Parent Stockholders to be called and held for such purpose (the “Special Meeting”). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be duly called, noticed acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that not less than 10% of the total number of shares of Parent Common Stock to be issued and held as promptly as practicable outstanding after the Closing (or such other number of shares as Parent and the Company may otherwise agree following the date of this Agreement (and in no event later than forty five (45hereof) calendar days after mailing of the Proxy Statement, subject to adjournments shall be reserved for up to thirty (30) additional days solely issuance pursuant to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this AgreementParent Plan. The Company shall furnish to the Buyer Parent all information concerning the Company and the Company Subsidiaries as the Buyer may reasonably request is necessary in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data /Prospectus and management’s discussion shall otherwise assist and analysis of financial condition and results of operations cooperate with Parent as reasonably requested by Parent. Parent shall also take all actions required pursuant to satisfy the rules and regulations requirements of the SEC. Prior to filing Securities Act and the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer shall provide the Sellers’ Representative with an opportunity to review and comment on such document or responseExchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pivotal Investment Corp II)
Proxy Statement; Special Meeting. (a) Except as specifically permitted by Section 7.12(c), the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as As promptly as practicable after following the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date execution of this Agreement), a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to Acquiror agrees that this Agreement shall be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause submitted at a special meeting of its stockholders duly called and held pursuant to Section 251(c) of the DGCL (the “"Special Meeting”") to consider and vote upon the approval of the Merger, and the Acquiror shall promptly prepare and file with the SEC the Proxy Statement and all other filings relating to the Special Meeting as required by the Exchange Act and the rules and regulations of the SEC promulgated thereunder. Acquiror shall use all commercially reasonable efforts to solicit from its stockholders proxies to be duly called, noticed and held as promptly as practicable after voted at the date Special Meeting in favor of this Agreement (and the transactions contemplated hereby, including without limitation, the Merger, which solicitation shall include the recommendations of the Company's Board of Directors in no event later than forty five (45) calendar days after mailing favor of this Agreement, the Merger and such other transactions. Acquiror will provide the Company and its advisors drafts of the Proxy Statement, subject Statement and will provide the Company and its advisors a reasonable opportunity to adjournments for up to thirty (30) additional days solely to participate in such drafting process. The Acquiror will notify the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as Company promptly of the initial Special Meeting date) receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), amendments or supplements to the Proxy Statement or for additional information, and will supply the Company and its legal counsel with copies of all correspondence between the Acquiror or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The term "Proxy Statement" shall include mean such proxy statement at the recommendation time it initially is mailed to the stockholders of Acquiror and all duly filed amendments or revisions made thereto, if any, similarly mailed. 7.2 Conduct of the Board of Directors Business of the Buyer that stockholders vote in favor of Company Prior to the issuance of the Buyer Common Stock pursuant to this AgreementEffective Time. The Company shall furnish and the Stockholders agree that prior to the Buyer all information concerning Effective Time, except as set forth on Schedule 7.2, otherwise consented to or approved in writing by the Acquiror or expressly permitted by this Agreement: (a) the business of the Company and the Company Subsidiaries as shall be conducted only in the Buyer may reasonably request in connection ordinary course and consistent with the preparation past practice; (b) each of the Proxy StatementCompany and each Subsidiary shall not (i) amend its Certificate of Incorporation or Bylaws, (ii) change the number of authorized, issued or outstanding shares of its capital stock, except upon the exercise of stock options or warrants outstanding on the date hereof, (iii) declare, set aside or pay any dividend or other distribution or payment in cash, stock or property in respect of shares of its capital stock, (iv) make any direct or indirect redemption, retirement, purchase or other acquisition of any of its capital stock or (v) split, combine or reclassify its outstanding shares of capital stock; (c) neither the Company nor any Subsidiary shall, directly or indirectly, (i) issue, grant, sell or pledge or agree or propose to issue, grant, sell or pledge any shares of, or rights of any kind to acquire any shares of the capital stock of the Company or any Subsidiary, except that the Company may issue shares of Common Stock upon the exercise of stock options or warrants outstanding on the date hereof, (ii) incur any material indebtedness for borrowed money, except material indebtedness for borrowed money incurred under credit facilities existing as of the date hereof, (iii) waive, release, grant or transfer any rights of material value 21 22 or (iv) transfer, lease, license, sell, mortgage, pledge, dispose of or encumber any material assets of the Company or any Subsidiary other than in the ordinary course of business and consistent with past practice; (d) the Company and the Subsidiaries shall preserve intact the business organization of the Company and the Subsidiaries, use their respective best efforts to keep available the services of its operating personnel and use their respective best efforts to preserve the goodwill of those having business relationships with each of them, including, without limitation, selected financial data the Large Distributors; (e) neither the Company nor any Subsidiary will, directly or indirectly, (i) increase the compensation payable or to become payable by it to any of its employees, officers or directors, except in accordance with employment agreements, welfare and management’s discussion and analysis of financial condition and results of operations benefit plans set forth on Schedule 6.10, (ii) adopt additional, or make any payment or provision, other than as required pursuant by existing plans or agreements, including provisions and actions under existing stock option plans in connection with the Merger, in the ordinary course of business and consistent with prior practice, with respect to any stock option, bonus, profit sharing, pension, retirement, deferred compensation, employment or other payment or employee compensation plan, agreement or arrangement for the benefit of employees of the Company or any Subsidiary, (iii) grant any stock options or stock appreciation rights or issue any warrants, (iv) enter into or amend any employment or severance agreement or arrangement or (v) make any loan or advance to, or enter into any written contract, lease or commitment with, any officer or director of the Company or its Subsidiary or any Stockholder; (f) neither the Company nor any Subsidiary shall, directly or indirectly, assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation other than a Subsidiary or make any loans or advances to any individual, firm or corporation except in the ordinary course of its business and consistent with past practices; (g) neither the Company nor any Subsidiary shall make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfers, acquisition or financing of equipment or any other assets or otherwise by the purchase of any property or assets of any other individual, firm or corporation, except with respect to capital expenditures incurred in the ordinary course of business under Material Contracts in place on the date of this Agreement; (h) neither the Company nor any Subsidiary shall enter into, modify or amend in any material respect or take any action to terminate their respective Material Contracts, except in the ordinary course of business; (i) neither the Company nor any Subsidiary shall take any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures, except for changes required by GAAP; (j) neither the Company nor any Subsidiary shall settle or compromise any material federal, state, local or foreign income or excise tax proceeding or audit; (k) the Company and the Subsidiaries will promptly advise the Acquiror in writing of any Company Material Adverse Effect or any breach of the Company's representations or warranties, or any material breach of a covenant contained herein of which the Company or any Subsidiary has knowledge; and (l) neither the Company nor any Subsidiary shall enter into any agreement, commitment or arrangement to do any of the things described in clauses (a) through (k). From time to time, at the request of Acquiror, representatives of the Company shall be available to meet with the chief executive officer or chief financial officer of the Acquiror to discuss the Company and all ongoing operational issues and matters and to provide such periodic financial information and data as may be requested by the Acquiror. Following the execution of this Agreement, the Company and Acquiror shall commence negotiations with respect to the rules terms and regulations conditions of a route management agreement to be entered into between such parties prior to the SECClosing Date. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer shall provide the Sellers’ Representative with an opportunity to review and comment on such document or response.7.3
Appears in 1 contract
Samples: Agreement and Plan of Merger (Star Telecommunications Inc)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted by Section 7.12(c), the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as promptly as is reasonably practicable after the date hereof, Plastec shall deliver to GSME audited consolidated financial statements (including any related notes thereto) of Plastec for the Fiscal Year ended April 30, 2010 (the “2010 Audited Financial Statements”). As soon as is reasonably practicable after receipt by GSME from Plastec of all financial (including the 2010 Audited Financial Statements) and other information relating to Plastec as GSME may reasonably request for its preparation, GSME shall prepare proxy materials for the purpose of soliciting proxies from holders of GSME Shares to vote, at a meeting of holders of GSME Shares to be called and held for such purpose (the “Special Meeting”), in favor of (i) the approval of the Merger and the transactions contemplated by this Agreement (the “GSME Shareholder Approval”), (ii) the change of the name of GSME to a name mutually agreed upon by GSME and Plastec, (iii) an increase in no event later than the later number of authorized ordinary GSME Shares to one hundred million (x100,000,000) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (yiv) twentyan adjournment of the Special Meeting if, at the time it is called to order, there are insufficient votes to obtain GSME Shareholder Approval or the holders of eighty-five one percent (2581%) calendar days after or more in interest of the date GSME Shares issued in GSME’s IPO and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of this Agreement), the Trust Fund in accordance with GSME’s Charter Documents. Such proxy materials shall be in the form of a preliminary proxy statement relating to be used for the solicitation purpose of soliciting such proxies from the stockholders holders of Buyer GSME Shares for the Buyer Stockholder Approval and (A) respond promptly matters to any comments made by be acted upon at the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement Special Meeting (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval). Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement. The Company Plastec shall furnish to the Buyer GSME all information concerning the Company and the Company Subsidiaries Plastec as the Buyer GSME may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data . Plastec and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer its counsel shall provide the Sellers’ Representative with an be given a reasonable opportunity to review and comment on such document proxy materials prior to their distribution to GSME’s shareholders and GSME will not distribute any documents containing information that Plastec has reasonably determined is incorrect or responsemisleading and notified GSME in writing thereof.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (GSME Acquisition Partners I)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted is reasonably practicable after receipt by Section 7.12(cParent from the Company of all financial and other information relating to the Company as is necessary for its preparation (including the Updated Financial Statements), the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) Parent shall prepare and file with the SECSEC under the Exchange Act, as promptly as practicable after and with all other applicable regulatory bodies, the date Proxy Statement/Prospectus to be used for the purpose of soliciting proxies from holders of Parent Common Stock (the “Parent Stockholders”) to vote in favor of (A) the adoption of this Agreement (and in no event later than the later approval of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement), a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement Mergers (the “Proxy StatementMerger Proposal”), (B) the election to the board of directors of Parent of the individuals identified on Schedule 5.2 of the Parent Schedule for the class of director set forth opposite the name of each such individual (the “Director Proposal”); (C) the approval of certain changes to Parent’s Charter Documents, to be mailed effective from and after the Closing, including the change of the name of Parent to Buyer’s stockholders a name to be mutually agreed by the parties hereto, an increase in the number of authorized shares of Parent Common Stock to a number to be mutually agreed by the parties hereto (provided that the Buyer which shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statementless than 1,000,000,000) and other mutually agreed upon changes to Parent’s capitalization structure and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing and such other amendments proposed by the Company that are reasonably acceptable to Parent (Bthe “Charter Amendments Proposals”), (D) solicit proxies from its stockholders the approval and adoption of the Parent Plan, (E) approval of the issuance of more than 20% of the issued and outstanding shares of the Parent Common Stock pursuant to this Agreement and the PIPE Investment, (F) the adjournment of the stockholder meeting to a later date or dates if it is determined by Parent and the Company that additional time is necessary to consummate the transactions contemplated hereby for the Buyer Stockholder Approval any reason, and (iiG) cause approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals and Plan Proposal, the “Stockholder Matters”) at a special meeting of its stockholders Parent Stockholders to be called and held for such purpose (the “Special Meeting”) to be duly called), noticed and held as promptly as practicable after Parent shall prepare and file with the date of this Agreement (and SEC the Form S-4, in no event later than forty five (45) calendar days after mailing of which the Proxy Statement/Prospectus will be included. Without the prior written consent of the Company, subject the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to adjournments be acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that 10% of the total number of shares of Parent Common Stock to be issued and outstanding after the Closing (or such other number of shares as Parent and the Company may otherwise agree following the date hereof) shall be reserved for up to thirty (30) additional days solely issuance pursuant to the extent necessary Parent Plan, plus an “evergreen” feature as to solicit additional proxies if be mutually agreed upon between the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this AgreementCompany and Parent. The Company shall furnish to the Buyer Parent all information concerning the Company and the Company Subsidiaries as the Buyer may reasonably request is necessary in connection with the preparation of the Proxy Statement/Prospectus and shall otherwise assist and cooperate with Parent as reasonably requested by Parent. The Company and its counsel shall be given a reasonable opportunity to review, includingcomment on and approve in writing (which approval may be by e-mail) the preliminary Proxy Statement/Prospectus prior to its filing with the SEC and any other amendments or documents filed with the SEC, and Parent shall not file any documents with the SEC referencing, relating to or containing any Company information without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations prior written consent (including by e-mail) of the Company, such consent not to be unreasonably withheld, conditioned or delayed. Each of Parent and the Company shall use its commercially reasonable efforts to (w) cause the Form S-4, when filed with the SEC. Prior , to filing comply in all material respects with all legal requirements applicable thereto, (x) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or mailing Statement/Prospectus, (y) cause the Proxy Statement Form S-4 to be declared effective as promptly as practicable and (or any amendment or supplement theretoz) or responding keep the Form S-4 effective as long as is necessary to any comments consummate the Mergers. Parent shall also take all actions required to satisfy the requirements of the SEC Securities Act and the Exchange Act. The Company and Parent shall each pay fifty percent (50%) of (1) the filing fees associated with respect theretothe Form S-4, (2) all compensation, fees and expenses due and payable to ICR, LLC under that certain Consulting Agreement, dated as of February 5, 2021, by and between ICR, LLC and the Buyer shall provide Company, and (3) all compensation, fees and expenses due and payable to Gasthalter & Co. LP under that certain letter agreement, dated as of February 5, 2021, by and between Gasthalter & Co. LP and the Sellers’ Representative with an opportunity to review and comment on such document or responseCompany.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Northern Star Investment Corp. II)
Proxy Statement; Special Meeting. (a) Except Purchaser shall promptly after the execution hereof commence to prepare and, as specifically permitted soon as is reasonably practicable after receipt by Section 7.12(c)Purchaser from Seller of all financial and other information relating to Seller as Purchaser may reasonably request for inclusion therein, the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare Purchaser shall complete and file with the SECSEC under the Exchange Act, as promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement)with all other applicable regulatory bodies, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) materials for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation soliciting proxies from holders of the Board of Directors of the Buyer that stockholders Purchaser Common Stock to vote in favor of (i) the issuance approval of this Agreement and the Acquisition ("Purchaser Stockholder Approval"), (ii) the change of the Buyer name of Purchaser to a name selected by Purchaser (the "Name Change Amendment"), (iii) an amendment to remove the preamble and sections A through D, inclusive of Article Sixth from Purchaser's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (iv) the adoption of an incentive equity plan (the "Purchaser Plan") at a meeting of holders of Purchaser Common Stock to be called and held for such purpose (the "Special Meeting"). The Purchaser Plan shall provide that an aggregate of 1,650,000 shares of Purchaser Common Stock shall be reserved for issuance pursuant to this Agreementthe Purchaser Plan. The Company Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Purchaser Common Stock for the matters to be acted upon at the Special Meeting (the "Proxy Statement"). Seller shall furnish to the Buyer Purchaser all information in its possession or control concerning the Company and the Company Subsidiaries Seller as the Buyer Purchaser may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data . Seller and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer its counsel shall provide the Sellers’ Representative with be given an opportunity to review and comment on such document or responsethe Proxy Statement prior to its filing with the SEC. Purchaser, with the assistance of Seller, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for distribution by the SEC as promptly as practicable.
Appears in 1 contract
Samples: Asset Purchase Agreement (Courtside Acquisition Corp)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted is reasonably practicable after receipt by Section 7.12(c)Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) Parent shall prepare and file with the SECSEC under the Exchange Act, as promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement)with all other applicable regulatory bodies, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed used for the purpose of soliciting proxies from holders of Parent Common Stock to Buyervote in favor of (i) the adoption of this Agreement and the approval of the Blocker Mergers and the Merger, (ii) the change of the name of Parent (such name to be as directed by the Company) , (iii) an increase in the number of authorized shares of Parent Common Stock (such number to be as directed by the Company) and (iv) amendments to Parent’s stockholders Amended and Restated Certificate of Incorporation to be effective from and after the Closing (provided A) to amend Article Sixth thereof so that the Buyer existence of Parent shall not be required perpetual and to mail remove all SPAC-related provisions that will no longer be applicable to Parent following the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) Closing and (B) solicit proxies from its stockholders for such other changes set forth in the Buyer Second Amended and Restated Certificate of Incorporation attached hereto as Exhibit D (the matters set forth in clauses (i) through (iv) being referred to herein as the “Parent Stockholder Approval Matters”), (v) the adoption of an omnibus equity incentive plan to be provided by the Company after the date hereof and approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed) (the “Parent Plan”), and (iivi) cause such other matters as mutually agreed upon between the Company and Parent at a special meeting of its stockholders holders of Parent Common Stock to be called and held for such purpose (the “Special Meeting”). The Parent Plan shall provide that an aggregate number of shares of Parent Common Stock equal to five percent (5%) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments shares of Parent Common Stock outstanding upon consummation of the Closing shall be reserved for up to thirty (30) additional days solely issuance pursuant to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this AgreementParent Plan. The Company shall furnish to the Buyer Parent all information concerning the Company and the Company Subsidiaries as the Buyer Parent may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review, including, without limitation, selected financial data comment on and management’s discussion and analysis of financial condition and results of operations as required pursuant approve in writing the preliminary Proxy Statement prior to the rules and regulations of its filing with the SEC. Prior Parent, with the assistance and written approval of the Company, shall promptly respond to filing any SEC comments on the Proxy Statement or mailing and shall otherwise use commercially reasonable efforts to cause the Proxy Statement (or to be approved by the SEC as promptly as practicable. Parent shall also take any amendment or supplement thereto) or responding and all actions required to any comments satisfy the requirements of the SEC with respect thereto, Securities Act and the Buyer shall provide the Sellers’ Representative with an opportunity to review and comment on such document or responseExchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harmony Merger Corp.)
Proxy Statement; Special Meeting. (a) Except as specifically permitted by Section 7.12(c), the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as As promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after Agreement, the Company delivers to shall prepare and file with the Buyer Securities and Exchange Commission (the Unaudited Financial Statements and (y“SEC”) twenty-five (25) calendar days after the date of this Agreement), a preliminary proxy statement for the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the solicitation Merger and this Agreement in preliminary form as required by the Securities Exchange Act of proxies from 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and shall use all reasonable efforts to have the Proxy Statement cleared by the SEC; provided, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. Subject to Section 5.2(d), the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that stockholders of Buyer for the Buyer Stockholder Approval Company vote in favor of the adoption of this Agreement and (A) approval of the Merger in accordance with the DGCL. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Merger Sub, respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement. The Company shall furnish to the Buyer all information concerning provide Parent, Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company and or its counsel may receive from time to time from the Company Subsidiaries as the Buyer may reasonably request in connection SEC or its staff with the preparation of the Proxy Statement, including, without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant respect to the rules and regulations of the SEC. Prior to filing the Proxy Statement promptly after the Company’s receipt of such comments, and any written or mailing the Proxy Statement (or any amendment or supplement oral responses thereto) or responding to any comments of the SEC with respect thereto. Parent, the Buyer Merger Sub and their counsel shall provide the Sellers’ Representative with an be given a reasonable opportunity to review and comment on any such document written responses and the Company shall give due consideration to all reasonable additions, deletions or responsechanges suggested thereto by Parent, Merger Sub and their counsel. Prior to and during the Special Meeting, the Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law. The Company further agrees to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.6(b), mailed to holders of Shares, in each case as and to the extent required by the Exchange Act or the SEC (or its staff).
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Consulting Group Inc)
Proxy Statement; Special Meeting. As promptly as practicable following the Closing Date, and in any event within ten (a10) Except as specifically permitted by Section 7.12(c)Business Days of the Closing Date, the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) Company shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC, as promptly as practicable after the date of this Agreement (and in no event later than the later of (x”) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement), a preliminary form of proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) of shareholders of the Company (as so amended and together with any other amendments thereof or supplements thereto, the “Proxy Statement”) at which shareholders shall be asked to approve the Amendment. Notwithstanding the foregoing, the Company shall provide the Investors with a reasonable opportunity to review and comment on such Proxy Statement, and such Proxy Statement shall be in a form reasonably acceptable to the Investors prior to its filing with the SEC. The Company will use reasonable best efforts to cause the definitive Proxy Statement to be duly called, noticed and held mailed to the Company’s shareholders as promptly as reasonably practicable after confirmation from the SEC that it has no further comments on the Proxy Statement (or that the Proxy Statement is otherwise not to be reviewed by the SEC or no notice of review is received within 10 days of filing the preliminary Proxy Statement, and in either event such mailing shall occur as soon as practicable following the 10th day following the date of this Agreement (and filing of the preliminary Proxy Statement). Except with respect to the Information with respect to the Investors to be provided to the Company expressly for inclusion in no event later than forty five (45) calendar days after mailing of the Proxy Statement as provided for below, the Company will cause the information included in the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to at the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as time of the initial Special Meeting date) for mailing or filing with the purpose SEC of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include or any amendments or supplements thereto, and at the recommendation time of the Board Special Meeting, not to contain any untrue statement of Directors 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 Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreementcircumstances under which they were made, not misleading. The Company Each Investor shall furnish provide to the Buyer Company all information concerning such Investor as may be reasonably requested by the Company and the Company Subsidiaries as the Buyer may reasonably request in connection with the preparation of the Proxy Statement and shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments of the SEC or its staff related thereto; provided that the Company shall give the Investor a reasonable opportunity to review revised drafts of the Proxy Statement and related filings and draft responses to the SEC and its staff related to the resolution of such comments and shall consider in good faith comments proposed by the Investors for incorporation in such drafts, correspondence and filings; provided, further, to the extent the disclosure in such revised drafts of the Proxy Statement and related filings or such responses to the SEC and its staff relate to the Investors, the Company shall include in such drafts, correspondence and filings all comments reasonably proposed by the Investors. Each Investor will use reasonable best efforts to cause the information supplied by it expressly for inclusion in the Proxy Statement, including, without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant to at the rules and regulations time of the SEC. Prior to filing mailing of the Proxy Statement or mailing any amendments or supplements thereto, and at the time of the Special Meeting, not to 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; provided that no representation or warranty shall be made by such Investor with respect to any information included or incorporated by reference in the Proxy Statement, other than the information supplied by such Investor expressly for inclusion or incorporation by reference in the Proxy Statement. The Company shall mail to the holders of Common Stock determined as of the record date established for the Special Meeting a Proxy Statement (the date the Company elects to take such action or any amendment or supplement thereto) or responding is required to any comments of the SEC with respect theretotake such action, the Buyer shall provide the Sellers’ Representative with an opportunity to review and comment on such document or response“Proxy Date”).
Appears in 1 contract
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted is reasonably practicable after receipt by Section 7.12(c)the Buyer from the Company and the Acquired Companies of all financial and other information relating to the Company and the Acquired Companies as the Buyer may reasonably request for its preparation, the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) shall prepare and file with the SECSEC under the Exchange Act, as promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement)with all other applicable regulatory bodies, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed used for the purpose of soliciting proxies from holders of Buyer Common Stock to vote in favor of (i) the adoption of this Agreement and the approval of the Contemplated Transactions, (ii) the election of eight members of the Buyer’s stockholders (provided that board of directors, two of whom will be nominated by the Buyer shall and six of whom will be nominated by the Company, and (iii) the approval and adoption of the Certificate of Second Amendment of the Amended and Restated Certificate of Incorporation, the Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Buyer, in the forms attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively, or in such other form as may be agreed between the Buyer and the Company (the matters set forth in clauses (i) through (iii) being referred to herein as the “Buyer Stockholder Matters”), (iv) the adoption of an omnibus equity incentive plan to be provided by the Company after the date hereof and approved by the Buyer (which approval will not be required unreasonably withheld, conditioned or delayed) (the “New Plan”), (v) adjournment of the Special Meeting (as defined below), if necessary to mail permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Proxy Statement until the 2011 Audited Financial Statements have been foregoing proposals in clauses (i) through (iv) or any proposals included in the Proxy StatementStatement pursuant to clause (vi) or, subject to the Company’s consent not to be unreasonably withheld, conditioned, or delayed, to continue to attempt to satisfy all Closing conditions, and (Bvi) solicit proxies from its stockholders for such other matters as mutually agreed upon by the Buyer Stockholder Approval and (ii) cause Parties, at a special meeting of its stockholders holders of Buyer Common Stock to be called and held for such purpose (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date ). The New Plan shall provide that an aggregate number of this Agreement (and in no event later than forty five (45) calendar days after mailing shares of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock equal to 5 percent (5%) of the shares of Buyer Common Stock outstanding upon consummation of the Closing shall be reserved for issuance pursuant to this Agreementthe New Plan. The Company and the Acquired Companies shall furnish to the Buyer all information concerning the Company and the Company Subsidiaries Acquired Companies as the Buyer may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given a reasonable opportunity to review, includingcomment on and approve in writing the preliminary Proxy Statement prior to its filing with the SEC and any other amendments, supplements or documents filed with the SEC and the Buyer shall not file any documents with the SEC without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations prior written consent of the SECCompany and Midco, such consent not to be unreasonably withheld, conditioned or delayed. Prior The Buyer shall consider the comments of the Company in good faith. The Buyer, with the assistance and written approval of the Company, shall promptly respond to filing any SEC comments on the Proxy Statement or mailing and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved by the SEC as promptly as practicable. The Buyer shall also take any and all actions required to satisfy the requirements of the Exchange Act. Each of the Buyer, the Company and the Acquired Companies shall make themselves available as reasonably requested to by the other party for meetings with existing or prospective investors in order to obtain approval of the Buyer Stockholder Matters. The Buyer will advise the Company, promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment or supplement theretoto the Proxy Statement; (E) or responding to any request by the SEC for amendment of the Proxy Statement; (F) any comments from the SEC relating to the Proxy Statement and responses thereto; (G) any communication with the Staff of the SEC with respect thereto, and (H) requests by the Buyer shall provide the Sellers’ Representative with an opportunity to review and comment on such document or responseSEC for additional information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allegro Merger Corp.)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted is reasonably practicable after receipt by Section 7.12(c)Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) Parent shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement), a preliminary SEC proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) materials for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation soliciting proxies from holders of the Board of Directors of the Buyer that stockholders Parent Common Stock to vote in favor of (i) the issuance adoption of this Agreement and the approval of the Buyer Merger ("Parent Stockholder Approval"), (ii) the change of the name of Parent to a name selected mutually by Parent and the Company (the "Name Change Amendment"), (iii) an increase in the number of authorized shares of Parent Common Stock to 60,000,000 (the "Capitalization Amendment"), (iv) an amendment to remove the preamble and sections A through D, inclusive of Article Sixth from Parent's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) the adoption of an Equity Incentive Plan (the "Parent Plan") at a meeting of holders of Parent Common Stock to be called and held for such purpose (the "Special Meeting"). The Parent Plan shall provide that an aggregate of 2,750,000 shares of Parent Common Stock shall be authorized and reserved for issuance pursuant to this Agreementthe Parent Plan and shall also provide that, at any time, the cumulative number of shares of Parent Common Stock subject to awards granted and outstanding thereunder shall not exceed 10% of the number of shares of Parent Common Stock then outstanding. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting proxies from holders of Parent Common Stock for the matters to be acted upon at the Special Meeting (the "Proxy Statement"). The Company shall furnish to the Buyer Parent all information concerning the Company and the Company Subsidiaries as the Buyer Parent may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data . The Company and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer its counsel shall provide the Sellers’ Representative with be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for distribution by the SEC as promptly as practicable. Parent shall also take any and all such document actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or responsequalified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Terra Nova Acquisition CORP)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted by Section 7.12(c)is reasonably practicable after execution of this Agreement, the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) NSAQ shall prepare and file with the SECSEC under the Exchange Act, as promptly as practicable after and with all other applicable regulatory bodies, proxy materials for the date purpose of soliciting proxies from holders of NSAQ Common Stock to vote, at a meeting of the holders of NSAQ Common Stock to be called for such purpose (the “Special Meeting”), in favor of, among other things, (i) the adoption of this Agreement and the approval of the SDI Preferred Stock Purchase and the Share Exchange, (ii) the issuance of the NSAQ Shares in connection with the Share Exchange, (iii) if mutually agreed to by NSAQ and in SDI, the redomestication of NSAQ to the British Virgin Islands, (iv) the change of the name of NSAQ to a name selected by SDI, (v) increasing the authorized number of shares of NSAQ Common Stock, (vi) the election of directors of NSAQ pursuant to Section 5.2, whose election shall be effective as of the Closing, (vii) other changes to NSAQ’s certificate of incorporation agreed by the Parties, including (1) changing corporate existence to perpetual; (2) incorporating the classification of directors that would result from the election of directors as contemplated by Section 5.2; (3) removing provisions that will no event later than the later of (x) ten (10) calendar days longer be applicable to NSAQ after the Company delivers to SDI Preferred Stock Purchase and the Buyer the Unaudited Financial Statements Share Exchange, and (y4) twenty-five making certain other changes in terms, gender and number that are substantively immaterial; and (25viii) calendar days after an adjournment proposal to adjourn the date of this AgreementSpecial Meeting if, based on the tabulated vote count, NSAQ is not authorized to proceed with the SDI Preferred Stock Purchase and the Share Exchange (romanettes (i) through (viii), collectively, the “NSAQ Stockholder Approval”). Such proxy materials shall be in the form of a preliminary proxy statement relating to be used for the solicitation purposes of soliciting proxies from the stockholders holders of Buyer NSAQ Common Stock for the Buyer Stockholder Approval and (A) respond promptly matters to any comments made by be acted upon at the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement Special Meeting (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval). Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement. The Company SDI shall furnish to the Buyer NSAQ on a timely basis all information concerning the Company and the Company Subsidiaries SDI (or any of its Subsidiaries) as the Buyer NSAQ may reasonably request in connection with the preparation of the Proxy Statement. SDI and its counsel shall be given an opportunity to review, includingcomment on and approve (such approval not to be unreasonably withheld, without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement conditioned or mailing delayed) the Proxy Statement (or including any amendment or supplement amendments thereto) or responding prior to its filing with the SEC. NSAQ, with the assistance of SDI, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. NSAQ shall also take any and all commercially reasonable actions required to satisfy the requirements of the SEC with respect thereto, the Buyer shall provide the Sellers’ Representative with an opportunity to review and comment on such document or responseExchange Act.
Appears in 1 contract
Samples: Securities Purchase and Exchange Agreement (North Shore Acquisition Corp.)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted is reasonably practicable after receipt by Section 7.12(c)Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) Parent shall prepare and file with the SECSEC under the Exchange Act, as promptly as practicable after and with all other applicable regulatory bodies, proxy materials (the date "Proxy Statement") for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of (i) the adoption of this Agreement and the approval of the Merger (“Parent Stockholder Approval”), (ii) the change of the name of Parent to a name mutually acceptable to Parent and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement), a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy StatementName Change Amendment”), (iii) an increase in the number of authorized shares of Parent Common Stock to 55,000,000 (the “Capitalization Amendment”), (iv) an amendment to remove sections A through E, inclusive of Article VI from Parent’s Certificate of Incorporation from and after the Closing and to redesignate Article VII as Article VI and Article VIII as Article VII, respectively, (v) the approval and adoption of the issuance of options to purchase shares of Company Common Stock to Xxxxxx Xxxxx and Xxxx Xxxxxx pursuant to each of the Employment Agreements, and (vi) the election as directors of Parent those persons listed in Schedule 6.1 and two more persons as chosen pursuant to Section 6.2 at a meeting of holders of Parent Common Stock to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) called and (B) solicit proxies from its stockholders held for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders such purpose (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement. The Company shall furnish to the Buyer Parent all information concerning the Company and the Company Subsidiaries as the Buyer Parent may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data . The Company and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer its counsel shall provide the Sellers’ Representative with be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use best efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. Parent shall also take any and all such document actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or responsequalified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions which may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Israel Technology Acquisition Corp.)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted is reasonably practicable after receipt by Section 7.12(c)Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, Parent shall prepare proxy materials, with the Buyer shall, in accordance with applicable Law and assistance of the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare Company and file with the SECSEC under the Exchange Act, as promptly as practicable after and with all other applicable regulatory bodies, for the date purpose of soliciting proxies from holders of Parent Ordinary Shares to vote, at a meeting of holders of Parent Ordinary Shares to be called and held for such purpose (the “Special Meeting”), in favor of (A) the adoption of this Agreement and the approval of the Merger (“Parent Shareholder Approval”), (B) amending and restating Parent’s Memorandum and Articles of Association, effective upon the Closing, to be substantially in the form of Exhibit A annexed hereto, providing for, among other things, (I) the change of the name of Parent to “Tecnoglass Inc.;” (II) the existence of Parent to be perpetual; and (III) the removal of various provisions no event later than longer applicable to Parent following consummation of the later transactions contemplated herein (the “Charter Amendment”); (C) the adoption of an option plan (xthe “Parent Plan”); (D) ten the election to the board of directors of Parent of the individuals identified in the Proxy Statement; (10E) calendar days after the approval of the convertibility of outstanding promissory notes issued to Parent’s Affiliates in connection with loans made by such Affiliates to Parent to satisfy its working capital needs into Parent Warrants; (F) any other proposals Parent and the Company delivers deem necessary or desirable to effectuate the Buyer the Unaudited Financial Statements transactions contemplated herein; and (yG) twenty-five (25) calendar days after an adjournment proposal, if necessary, to adjourn the date Special Meeting if, based on the tabulated vote count, Parent is not authorized to proceed with the Merger. Such proxy materials shall be in the form of this Agreement), a preliminary proxy statement relating to be used for the solicitation purposes of soliciting such proxies from the stockholders holders of Buyer Parent Ordinary Shares for the Buyer Stockholder Approval and (A) respond promptly matters to any comments made by be acted upon at the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement Special Meeting (the “Proxy Statement”) ). Parent, with the assistance of the Company, shall promptly respond to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail any SEC comments on the Proxy Statement until the 2011 Audited Financial Statements have been included in and shall otherwise use reasonable best efforts to cause the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) Statement to be duly called, noticed and held approved by the SEC for mailing to the holders of Parent Ordinary Shares as promptly as practicable practicable. Parent will advise the Company promptly after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing it receives notice thereof, of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), time when the Proxy Statement shall include has been approved by the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of SEC or any supplement or amendment has been filed, or the issuance of any stop order, or of any request by the Buyer Common Stock pursuant to this Agreement. The Company shall furnish to the Buyer all information concerning the Company and the Company Subsidiaries as the Buyer may reasonably request in connection with the preparation SEC for amendment of the Proxy Statement, including, without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (comments thereon and responses thereto or any amendment or supplement thereto) or responding to any comments of requests by the SEC with respect thereto, the Buyer shall provide the Sellers’ Representative with an opportunity to review and comment on such document or responsefor additional information.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Andina Acquisition Corp)
Proxy Statement; Special Meeting. (a) Except Parent shall prepare and, as specifically permitted soon as is reasonably practicable after receipt by Section 7.12(cParent from the Company of all financial and other information relating to the Company as is necessary for its preparation, file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Proxy Statement/Prospectus to be used for the purpose of soliciting proxies from holders of Parent Common Stock (the “Parent Stockholders”) to vote in favor of (i) the adoption of this Agreement and the approval of the Merger (the “Merger Proposal”), (ii) the Buyer shallelection to the board of directors of Parent of the individuals identified on Schedule 5.2 of the Parent Schedule for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to “Barkbox Inc.”, an increase in the number of authorized shares of Parent Common Stock to 500,000,000 and other mutually agreed upon changes to Parent’s capitalization structure and amendments to Article Sixth so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing and such other amendments proposed by the Company that are reasonably acceptable to Parent (the “Charter Amendments Proposals”) and related non-binding advisory proposals in accordance with applicable Law and the Buyer’s amended and restated certificate requirements of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as promptly as practicable after (iv) approval of the date issuance of more than 20% of the issued and outstanding shares of the Parent Common Stock pursuant to this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers PIPE Investment, pursuant to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement), a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement NYSE requirements (the “Proxy StatementStock Issuance Proposal”), (v) the adoption of the Parent Plan and an employee stock purchase plan under Section 423 of the Code (the “ESPP”) (the “Plan Proposals”), and (vi) approval of any other proposals reasonably agreed by Parent and the Company to be mailed to Buyer’s stockholders necessary or appropriate in connection with the transactions contemplated hereby, including an adjournment proposal (provided that together with the Buyer shall not be required to mail Merger Proposal, Director Proposal, Charter Amendments Proposals, the Proxy Statement until Stock Issuance Proposal and Plan Proposals, the 2011 Audited Financial Statements have been included in the Proxy Statement“Stockholder Matters”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause at a special meeting of its stockholders Parent Stockholders to be called and held for such purpose (the “Special Meeting”). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be duly called, noticed acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that not less than 10% of the total number of shares of Parent Common Stock to be issued and held as promptly as practicable outstanding after the date Closing less the Excess Shares (or such other number of this shares as Parent and the Company may otherwise agree following the Agreement (and in no event later Date) shall be reserved for issuance pursuant to the Parent Plan which shall include a customary evergreen provision. The ESPP shall provide that not less than forty five (45) calendar days after mailing 2% of the Proxy Statement, subject total number of shares of Parent Common Stock to adjournments be issued and outstanding after the Closing (or such other number of shares as Parent and the Company may otherwise agree following the date hereof) shall be reserved for up to thirty (30) additional days solely issuance pursuant to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement ESPP which shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreementa customary evergreen provision. The Company shall furnish to the Buyer Parent all information concerning the Company and the Company Subsidiaries as the Buyer may reasonably request is necessary in connection with the preparation of the Proxy Statement/Prospectus and shall otherwise assist and cooperate with Parent as reasonably requested by Parent. The Company and its counsel shall be given a reasonable opportunity to review, including, comment on and approve in writing the preliminary Proxy Statement/Prospectus prior to its filing with the SEC and any other amendments or documents filed with the SEC and Parent shall not file any documents with the SEC without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed. Parent shall also take all actions required to satisfy the requirements of the Securities Act and the Exchange Act. Parent and the Company each shall use their reasonable best efforts to (w) cause the Registration Statement, when filed with the SEC. Prior , to filing comply in all material respects with all legal requirements applicable thereto, (x) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, (y) cause the Registration Statement or mailing to be declared effective as promptly as practicable and (z) keep the Proxy Registration Statement (or any amendment or supplement thereto) or responding effective as long as is necessary to any comments of consummate the SEC with respect thereto, the Buyer shall provide the Sellers’ Representative with an opportunity to review and comment on such document or responseMerger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted is reasonably practicable after receipt by Section 7.12(c)Delcorp from the Company of all financial and other information relating to the Company as Delcorp may reasonably request for its preparation, Delcorp shall prepare with the Buyer shallassistance of the Company, in accordance with applicable Law and after the Buyer’s amended and restated certificate Company has given its consent to the form of incorporation and amended and restated by-laws: (i) prepare and the prospectus/proxy statement to be included therein, which such consent shall not be unreasonably withheld, file with the SECSEC under the Securities Act and the Exchange Act, as promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement)with all other applicable regulatory bodies, a preliminary proxy registration statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC on Form S-4 with respect to the preliminary proxy statement and promptly cause a definitive proxy statement shares of Delcorp Common Stock to the issued in the Merger (the “Proxy Registration Statement”) ), which shall include proxy materials for the purpose of soliciting proxies from holders of Delcorp Common Stock to vote, at a meeting of holders of Delcorp Common Stock to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) called and (B) solicit proxies from its stockholders held for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders such purpose (the “Special Meeting”), in favor of (i) to be duly called, noticed and held as promptly as practicable after the date adoption of this Agreement (and in no event later than forty five (45) calendar days after mailing the approval of the Proxy StatementMerger (“Delcorp Stockholder Approval”), subject (ii) amending and restating Delcorp’s certificate of incorporation, effective upon the Closing, to adjournments be substantially in the form of Exhibit B hereto, providing for, among other things, (A) the change of the name of Delcorp to “Primoris Corporation;” (B) an increase in the number of authorized shares of Delcorp Common Stock to 60,000,000; (C) the existence of Delcorp to be perpetual; (D) and the removal of the preamble and sections A through D, inclusive, thereof and the redesignation of section E of Article Seventh as Article Seventh (the “Charter Amendment”); (iii) the adoption of an Incentive Compensation Plan (the “Delcorp Plan”); and (iv) an adjournment proposal, if necessary, to adjourn the Special Meeting if, based on the tabulated vote count, Delcorp is not authorized to proceed with the Merger. The Delcorp Plan shall provide that an aggregate of no less than 1,520,000 shares of Delcorp Common Stock shall be reserved for up to thirty (30) additional days solely issuance pursuant to the extent necessary Delcorp Plan. Such proxy materials shall be in the form of a prospectus/proxy statement to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) be used for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation soliciting proxies from holders of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Delcorp Common Stock pursuant for the matters to this Agreementbe acted upon at the Special Meeting and also for the purpose of issuing Delcorp Common Stock to holders of Company Common Stock in connection with the Merger (the “Proxy Statement/Prospectus”). The Company shall furnish to the Buyer Delcorp all information concerning the Company and the Company Subsidiaries as the Buyer Delcorp may reasonably request in connection with the preparation of the Proxy Registration Statement, including, without limitation, selected financial data . The Company and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer its counsel shall provide the Sellers’ Representative with be given an opportunity to review and comment on the preliminary Registration Statement prior to its filing with the SEC. Delcorp, with the assistance of the Company, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as practicable. Delcorp shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Delcorp shall use its reasonable best efforts to cause the shares of Delcorp Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and in which such document registration or responsequalification is required and to take any other such actions that may be necessary to enable the Delcorp Common Stock to be issued pursuant to the Merger in each such jurisdiction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rhapsody Acquisition Corp.)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted is reasonably practicable after receipt by Section 7.12(c)Parent from the Company and Noble of all financial and other information relating to the Company and Noble as Parent may reasonably request for its preparation, the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) Parent shall prepare and file with the SECSEC under the Exchange Act, as promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement)with all other applicable regulatory bodies, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that used for the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit purpose of soliciting proxies from its stockholders for holders of Parent Common Stock to vote in favor of (i) the Buyer Stockholder Approval adoption of this Agreement and the approval of the Transaction Merger, (ii) cause the change of the name of Parent to “Allied Esports Entertainment, Inc.”, (iii) an increase in the number of authorized shares of Parent Common Stock to a special number mutually agreeable to Parent and the Company, (iv) amendments to Parent’s Certificate of Incorporation to be effective from and after the Closing to amend Article Sixth thereof so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing, (v) the election to the board of directors of Parent of the individuals identified on Schedule 6.3 (the matters set forth in clauses (i) through (v) being referred to herein as the “Parent Stockholder Matters”), (vi) the adoption of an incentive stock option plan (the “Parent Plan”), and (vii) such other matters as mutually agreed upon between the Company and Parent at a meeting of its stockholders holders of Parent Common Stock to be called and held for such purpose (the “Special Meeting”). The Parent Plan shall provide that an aggregate of fifteen percent (15%) of the shares of Parent Common Stock to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments outstanding at Closing shall be reserved for up to thirty (30) additional days solely issuance pursuant to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this AgreementParent Plan. The Company and Noble shall each furnish to the Buyer Parent all information concerning the Company and the Company Subsidiaries and/or Noble as the Buyer Parent may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data . The Company and management’s discussion its counsel and analysis of financial condition Noble and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer its counsel shall provide the Sellers’ Representative with be given an opportunity to review and comment on such document or responsethe preliminary Proxy Statement prior to its filing with the SEC, and any SEC comments on the Proxy Statement received by Parent after the initial filing of the Proxy Statement. Parent, with the assistance of the Company and Noble, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable best efforts to cause the Proxy Statement to be approved by the SEC as promptly as practicable. Parent shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Black Ridge Acquisition Corp.)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted by Section 7.12(c), the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as promptly as is reasonably practicable after the date of this Agreement, the Purchaser shall prepare and file with the Securities and Exchange Commission (“Commission”) under the Exchange Act proxy materials for the purpose of soliciting proxies from holders of Purchaser Stock to vote in favor of (i) the approval of the transactions contemplated by this Agreement (the “Purchaser Stockholder Approval”), (ii) the change of the name of the Purchaser to a name selected by the Purchaser, (iii) an amendment to remove the preamble and in no event later than sections A through D, inclusive, of Article Sixth from the later Purchaser’s Certificate of (x) ten (10) calendar days Incorporation from and after the Company delivers Closing and to the Buyer the Unaudited Financial Statements redesignate section E of Article Sixth as Article Sixth, and (yv) twenty-five the adoption of an Incentive Stock Option Plan or other equity incentive plan at a meeting of holders of Purchaser Stock to be called and held for such purpose (25) calendar days after the date “Special Meeting”). Such proxy materials shall be in the form of this Agreement), a preliminary proxy statement relating to be used for the solicitation purpose of soliciting such proxies from the stockholders holders of Buyer Purchaser Stock for the Buyer Stockholder Approval and (A) respond promptly matters to any comments made by be acted upon at the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement Special Meeting (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement. The Company shall use its reasonable efforts to furnish to the Buyer Purchaser all information concerning the Company and the Company Subsidiaries as the Buyer Purchaser may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data . The Company and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer its counsel shall provide the Sellers’ Representative with be given an opportunity to review and comment on such document proxy materials, including amendments thereto, prior to their filing with the Commission and the Purchaser will not file any documents containing information that the Company has reasonably determined is incorrect or responsemisleading and notified the Purchaser in writing thereof. The Purchaser, with the assistance of the Company, shall promptly respond to any Commission comments on such proxy materials and shall otherwise use reasonable best efforts to cause the definitive Proxy Statement to be approved by the Commission for distribution to the Purchaser’s stockholders as promptly as practicable.
Appears in 1 contract
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted is reasonably practicable after receipt by Section 7.12(cPurchaser from the Company of all financial and other information relating to the Company as Purchaser may reasonably request for its preparation, Purchaser shall prepare proxy materials for the purpose of soliciting proxies from holders of Purchaser Stock to vote, at a meeting of holders of Purchaser Stock to be called and held for such purpose (the “Special Meeting”), in favor of (i) the Buyer shallapproval of the transactions contemplated by this Agreement (the “Purchaser Stockholder Approval”), (ii) the change of the name of Purchaser to a name selected by Purchaser (the “Name Change Amendment”), (iii) an increase in the number of authorized shares of Company Stock to 200,000,000 and (iv) an adjournment of the Special Meeting if, at the time it is called to order, there are insufficient votes to obtain the Purchaser Stockholder Approval or the holders of forty percent (40%) or more of the shares of Purchaser Stock issued in Purchaser’s initial public offering of securities and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with applicable Law and Purchaser’s Charter Documents. Such proxy materials shall be in the Buyer’s amended and restated certificate form of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement), a preliminary proxy statement relating to be used for the solicitation purpose of soliciting such proxies from the stockholders holders of Buyer Purchaser Stock for the Buyer Stockholder Approval and (A) respond promptly matters to any comments made by be acted upon at the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement Special Meeting (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement. The Company shall use its reasonable efforts to furnish to the Buyer Purchaser all information concerning the Company and the Company Subsidiaries as the Buyer Purchaser may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data . The Company and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer its counsel shall provide the Sellers’ Representative with be given an opportunity to review and comment on such document proxy materials, including amendments thereto, prior to their distribution to Purchaser’s stockholders and Purchaser will not distribute any documents containing information that the Company has reasonably determined is incorrect or responsemisleading and notified Purchaser in writing thereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (CS China Acquisition Corp.)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted by Section 7.12(c), the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as promptly as is reasonably practicable after the date hereof, GSME shall prepare proxy materials for the purpose of soliciting proxies from holders of GSME Shares to vote, at a meeting of holders of GSME Shares to be called and held for such purpose (the “Special Meeting”), in favor of (i) the approval of the Merger and the transactions contemplated by this Agreement (the “GSME Shareholder Approval”), (ii) the change of the name of GSME to “Plastec Technologies, Ltd.”, (iii) an increase in the number of authorized ordinary GSME Shares to one hundred million (100,000,000), (iv) an adjournment of the Special Meeting if, at the time it is called to order, there are insufficient votes to obtain GSME Shareholder Approval or the holders of eighty-one percent (81%) or more in interest of the GSME Shares issued in GSME’s IPO and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Fund in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements accordance with GSME’s Charter Documents and (yv) twenty-five (25) calendar days after such other matters necessary for the date consummation of this Agreement), the transactions contemplated hereby. Such proxy materials shall be in the form of a preliminary proxy statement relating to be used for the solicitation purpose of soliciting such proxies from the stockholders holders of Buyer GSME Shares for the Buyer Stockholder Approval and (A) respond promptly matters to any comments made by be acted upon at the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement Special Meeting (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval). Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement. The Company Plastec shall furnish to the Buyer GSME all information concerning the Company and the Company Subsidiaries Plastec as the Buyer GSME may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data . Plastec and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer its counsel shall provide the Sellers’ Representative with an be given a reasonable opportunity to review and comment on such document proxy materials prior to their distribution to GSME’s shareholders and GSME will not distribute any documents containing information that Plastec has reasonably determined is incorrect or responsemisleading and notified GSME in writing thereof.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (GSME Acquisition Partners I)
Proxy Statement; Special Meeting. (a) Except As soon as specifically permitted by Section 7.12(c)is reasonably practicable after execution of this Agreement, the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) Parent shall prepare and file with the SECSEC under the Securities Exchange Act of 1934 (hereinafter referred to as the “Exchange Act”), and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from (A) holders of Parent Common Stock to vote, at a meeting of the holders of Parent Common Stock to be called for such purpose (the “Stockholder Special Meeting”), in favor of, among other things, (i) the adoption of this Agreement and the approval of the Company Common Stock Purchase including without limitation approval of the issuance of the Asiana Shares and the repurchase of the Sponsor Shares (as hereinafter defined) at USD 0.0 per share and the cancellation of such shares on a date not later than the Closing Date, (ii) the change of the name of Parent to a name selected by the Company, (iii) the election of directors of Parent, whose election shall be effective as of the Closing Date subject to terms and conditions set forth herein, (vi) other changes to Parent’s certificate of incorporation agreed by the parties hereto, including (1) changing corporate existence to perpetual; (2) incorporating the classification of directors that would result from the election of directors; (3) removing provisions that will no longer be applicable to Parent after the Company Common Stock Purchase; and (4) making certain other changes in terms, gender and number that are substantively immaterial; and (v) an adjournment proposal to adjourn the Stockholder Special Meeting if, based on the tabulated vote count, Parent is not authorized to proceed with the Company Common Stock Purchase and (B) holders of warrants to purchase Parent Common Stock(“Parent Warrants”) to vote, at a meeting of the holders of Parent Warrants to be called for such purpose (the “Warrantholder Special Meeting” and together with the Stockholder Special Meeting, collectively the “Special Meeting”), in favor of, among other things, (i) to amend the terms of the Warrant Agreement dated December 6, 2007, by and between Parent and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), covering the Parent Warrants to allow redemption of the Parent Warrants(the “Warrant Redemption”) as promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements Closing Date, and (yii) twenty-five (25) calendar days after an adjournment proposal to adjourn the date Warrantholder Special Meeting if, based on the tabulated vote count, Parent is not authorized to proceed with the Warrant Redemption. Such proxy materials shall be in the form of this Agreement), a preliminary proxy statement relating to be used for the solicitation purposes of soliciting proxies from the stockholders holders of Buyer Parent Common Stock and Parent Warrants for the Buyer Stockholder Approval and (A) respond promptly matters to any comments made by be acted upon at the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement Special Meeting (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement. The Company shall furnish to the Buyer Parent on a timely basis all information concerning the Company and the Company Subsidiaries (or any of its Subsidiaries) as the Buyer Parent may reasonably request in connection with the preparation of the Proxy Statement. Parent, including, without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant to with the rules and regulations assistance of the SEC. Prior Company, shall promptly respond to filing any SEC comments on the Proxy Statement or mailing and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. Parent shall also take any and all commercially reasonable actions required to satisfy the requirements of the Exchange Act. The Parent hereby agrees to repurchase 2,203,298 outstanding shares of Parent Common Stock owned by the management of the Parent (“Sponsor Shares”) at the price of USD 0.0 per share and to cancel such shares on a date not later than the Closing Date. (“Parent Share Redemption”) The Parent hereby represents and warrants that the Parent shall effectuate the foregoing in a legally permitted way and shall indemnify the Company and Asiana for any damages incurred or to be incurred as a result of failure to effectuate the Parent’s obligations stated herein whether by reason of illegality or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer shall provide the Sellers’ Representative with an opportunity to review and comment on such document or responseother reasons whatsoever.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tremisis Energy Acquisition CORP II)
