Proxy Statement; Stockholder Approval. (a) As soon as practicable after the date of this Agreement, the Company and Parent shall cooperate in preparing and cause to be filed with the SEC a proxy statement relating to the Parent Stockholder Meeting and the transactions contemplated hereby (the “Proxy Statement”). The Proxy Statement shall include the recommendation of the Board of Directors of Parent in favor of approval of the issuance of shares of Parent Common Stock pursuant to the terms of this Agreement for purposes of the rules of the NASDAQ (the “Parent Stock Issuance”). As promptly as practicable after the execution of this Agreement, Parent shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). The Company shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company reasonably requested by Parent that is necessary for the information concerning the Company in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of Delaware Law in the preparation, and mailing of the Proxy Statement. (b) Parent shall notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company and its counsel to review the Proxy Statement and any exhibits, amendment or supplement thereto and shall reasonably consult with the Company and its advisors concerning any comments from the SEC with respect thereto and shall not file the Proxy Statement or any exhibits, amendment or supplement thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and U.S. securities Laws to be included therein. Parent agrees that the Proxy Statement and the Other Filings will comply in all material respects with the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. For the avoidance of doubt, the information supplied or to be supplied by Parent specifically for inclusion in the Proxy Statement on the date(s) the Proxy Statement is first mailed to the stockholders of Parent, at the time of the Parent Stockholders Meeting or at the Effective Time, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information, in each case, furnished in writing by the Company for inclusion in the Proxy Statement). The information relating to the Company furnished in writing by the Company specifically for inclusion in the Proxy Statement will not, as of the date of the mailing of the Proxy Statement to the holders of Parent Common Stock, (a) contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or (b) omit to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement. (c) As soon as practicable after the date of this Agreement, the Company shall cause the Company Stockholders Meeting to be duly called and held for the purpose of obtaining the Required Company Vote. In connection with such meeting, the Company will use its reasonable best efforts to obtain the Required Company Vote and otherwise comply with all legal requirements applicable to such meeting. (d) As soon as practicable after the date of this Agreement, Parent shall (i) obtain approval of this Agreement and the transactions contemplated hereby from Flexpoint Fund and (ii) cause the Parent Stockholders Meeting to be duly called and held for the purpose of obtaining the approval by its stockholders of the Parent Stock Issuance (the “Parent Stockholder Approval”). In connection with such meeting, Parent will use its reasonable best efforts to obtain the Parent Stockholder Approval and otherwise comply with all legal requirements applicable to such meeting.
Appears in 1 contract
Samples: Merger Agreement (JetPay Corp)
Proxy Statement; Stockholder Approval. (a) As soon as practicable after following the date of this Agreement, and in any event within fifteen (15) Business Days after the date hereof, the Company and Parent shall cooperate in preparing and cause to be filed file with the SEC a proxy statement relating to the Parent Stockholder Meeting and the transactions contemplated hereby (the “preliminary Proxy Statement”). Parent shall cooperate with the Company in the preparation of the Proxy Statement, and furnish all information concerning Parent and Sub that is necessary or appropriate in connection with the preparation of the Proxy Statement. The Proxy Statement shall include Company will respond promptly to any comments from the recommendation SEC or the staff of the Board of Directors of Parent in favor of approval of SEC on the issuance of shares of Parent Common Stock pursuant to the terms of this Agreement for purposes of the rules of the NASDAQ (the “Parent Stock Issuance”). As promptly as practicable after the execution of this Agreement, Parent shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”)Proxy Statement. The Company shall provide Parent, use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable, with such information concerning practicable (and in event within five (5) Business Days after the Company reasonably requested by Parent that is necessary for the information concerning the Company in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of Delaware Law in the preparation, and mailing of the Proxy Statement.
(b) Parent shall notify the Company promptly upon the receipt resolution of any comments from the SEC or its the staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the preliminary Proxy Statement (such date, the “Clearance Date”)). No filing of, or any Other Filing. amendment or supplement to, or response to staff comments on, the Proxy Statement will be made by the Company, without providing Parent shall permit the Company and its counsel a reasonable opportunity to review and comment thereon and giving due consideration to such comments. If at any time prior to the Proxy Statement and Company Meeting (or any exhibitsadjournment or postponement thereof) any information relating to the Company or Parent, or any of their respective affiliates, directors or officers, is discovered by the Company or Parent which is required to be set forth in an amendment or supplement thereto and shall reasonably consult with the Company and its advisors concerning any comments from the SEC with respect thereto and shall not file to the Proxy Statement or any exhibitsStatement, amendment or supplement thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and U.S. securities Laws to be included therein. Parent agrees so that the Proxy Statement and the Other Filings will comply in all material respects with the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. For the avoidance of doubt, the information supplied or to be supplied by Parent specifically for inclusion in the Proxy Statement on the date(s) the Proxy Statement is first mailed to the stockholders of Parent, at the time of the Parent Stockholders Meeting or at the Effective Time, will would not contain include any untrue statement misstatement 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 misleading, the party that Parent discovers such information shall not be responsible for promptly notify the accuracy or completeness of any information relating to other parties hereto and the Company or any other information, in each case, furnished in writing by the Company for inclusion in the Proxy Statement). The information relating to the Company furnished in writing by the Company specifically for inclusion in the Proxy Statement will not, as of the date of the mailing of the Proxy Statement to the holders of Parent Common Stock, (a) contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or (b) omit to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the Company, as the case may be, shall promptly inform the other party of file an appropriate amendment or supplement describing such occurrence and cooperate in filing information with the SEC or its staff or any other government officialsand, and/or mailing to stockholders of Parentthe extent required by applicable Law, an disseminate such amendment or supplement to the stockholders of the Company. The Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, or the Transactions.
(cb) As The Company shall, as soon as reasonably practicable following the Clearance Date, take all actions necessary to duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Meeting”) as soon as possible following the Clearance Date, in accordance with applicable Laws, the Company Charter and the Company By-laws; provided that (i) the Company may, in its reasonable discretion, postpone or adjourn the Company Meeting after consultation with Parent, (A) to the date extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of this Agreementthe Company within a reasonable amount of time in advance of the Company Meeting, (B) if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting or to the extent that at such time the Company has not received proxies sufficient to allow the receipt of the Requisite Stockholder Approval at the Company Meeting or (C) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company’s board of directors has determined in good faith (after consultation with the Company’s outside legal counsel) is necessary or required to be filed and disseminated under applicable Laws and (ii) the Company shall postpone or adjourn the Company Meeting for any period of time necessary for the Company to comply with its obligations under Section 5.03(e) and Section 5.03(f). In connection with the Company Meeting, the Company shall cause the (i) unless there has been a Change of Company Stockholders Meeting to be duly called and held for the purpose of obtaining the Required Company Vote. In connection Recommendation in accordance with such meetingSection 5.03(f), the Company will use its reasonable best efforts to obtain the Required Company Vote Requisite Stockholder Approval and (ii) otherwise comply with all legal requirements applicable to such meeting.
(d) As soon as practicable after . The Company shall include in the date Proxy Statement the Company Recommendation, unless there has been a Change of Company Recommendation in accordance with Section 5.03(f). Without limiting the generality of the foregoing, the Company shall submit the Merger and this Agreement, Parent shall (i) obtain Agreement for the approval of this Agreement and the transactions contemplated hereby from Flexpoint Fund and (ii) cause the Parent Stockholders Meeting to be duly called and held for the purpose of obtaining the approval by its stockholders at the Company Meeting whether or not a Change of Company Recommendation shall have occurred or a Competing Proposal shall have been publicly announced or otherwise made known to the Parent Stock Issuance (the “Parent Stockholder Approval”). In connection with such meetingCompany, Parent will use its reasonable best efforts to obtain the Parent Stockholder Approval and otherwise comply with all legal requirements applicable to such meetingboard of directors, its representatives or its stockholders.
Appears in 1 contract
Samples: Merger Agreement (Beam Inc)
Proxy Statement; Stockholder Approval. (a) As soon as reasonably practicable (and in no event later than forty (40) days after the date of this Agreementhereof), the Company shall prepare and file the Proxy Statement in preliminary form with the SEC; provided that the Company shall provide Parent and its counsel a reasonable opportunity to review the Company’s proposed preliminary Proxy Statement in advance of filing and consider in good faith any comments reasonably proposed by Parent and its counsel. Subject to Section 6.03, the Proxy Statement shall cooperate include (and shall not subsequently withdraw or modify) the Company Board Recommendation. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable following clearance of the Proxy Statement by the SEC. Parent and Merger Subsidiary shall furnish to the Company all information concerning Parent and Merger Subsidiary as may be reasonably required by the Company in preparing connection with the Proxy Statement. Each of the Company, Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC a proxy statement relating and mailed to its stockholders, in each case as and to the Parent Stockholder Meeting and the transactions contemplated hereby (the “Proxy Statement”). The Proxy Statement shall include the recommendation of the Board of Directors of Parent in favor of approval of the issuance of shares of Parent Common Stock pursuant to the terms of this Agreement for purposes of the rules of the NASDAQ (the “Parent Stock Issuance”). As promptly as practicable after the execution of this Agreement, Parent shall prepare and file any other filings extent required under the Exchange Act, the Securities Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”)by Applicable Law. The Company shall provide Parent, (a) as promptly as reasonably practicable, with such information concerning the Company reasonably requested by Parent that is necessary for the information concerning the Company in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of Delaware Law in the preparation, and mailing of the Proxy Statement.
(b) Parent shall notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, provide Parent shall provide the Company and its counsel with copies of all any written correspondence between Parent or any of its representatives, on the one handcomments, and the SEC, or advise Parent and its staff or other government officials, on the other handcounsel of any oral comments, with respect to the Proxy Statement (or any Other Filing. Parent shall permit the Company and its counsel to review the Proxy Statement and any exhibits, amendment or supplement thereto and shall reasonably consult with the Company and its advisors concerning any comments thereto) received from the SEC with respect thereto and shall not file the Proxy Statement or any exhibits, amendment or supplement thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and U.S. securities Laws to be included therein. Parent agrees that the Proxy Statement and the Other Filings will comply in all material respects with the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. For the avoidance of doubt, the information supplied or to be supplied by Parent specifically for inclusion in the Proxy Statement on the date(s) the Proxy Statement is first mailed to the stockholders of Parent, at the time of the Parent Stockholders Meeting or at the Effective Time, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information, in each case, furnished in writing by the Company for inclusion in the Proxy Statement). The information relating to the Company furnished in writing by the Company specifically for inclusion in the Proxy Statement will not, as of the date of the mailing of the Proxy Statement to the holders of Parent Common Stock, (a) contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or (b) omit to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or staff, (b) provide Parent and its counsel a reasonable opportunity to review the Company’s proposed response to such comments and (c) consider in good faith any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statementcomments reasonably proposed by Parent and its counsel.
(cb) As soon as practicable after Immediately following the date execution of this Agreement, the Company Parent, as sole stockholder of Merger Subsidiary, shall cause the Company Stockholders Meeting to be duly called and held for the purpose of obtaining the Required Company Vote. In connection with such meeting, the Company will use its reasonable best efforts to obtain the Required Company Vote and otherwise comply with all legal requirements applicable to such meeting.
(d) As soon as practicable after the date of adopt this Agreement, Parent shall (i) obtain approval of this Agreement and the transactions contemplated hereby from Flexpoint Fund and (ii) cause the Parent Stockholders Meeting to be duly called and held for the purpose of obtaining the approval by its stockholders of the Parent Stock Issuance (the “Parent Stockholder Approval”). In connection with such meeting, Parent will use its reasonable best efforts to obtain the Parent Stockholder Approval and otherwise comply with all legal requirements applicable to such meeting.
Appears in 1 contract
Proxy Statement; Stockholder Approval. (a) As soon in the preceding clause (i); (iii) include in the proxy statement with respect to such meeting (the “Proxy Statement”) such recommendation; and (iv) take all reasonable and lawful action to solicit and obtain such vote in favor of the matters described in clause (i) above. The Proxy Statement will comply as to form in all material respects with the applicable provisions of Schedule 14A of the Exchange Act.
(b) Seller will use its commercially reasonably efforts, and Buyer will use its commercially reasonable efforts to cooperate with it, to, as promptly as reasonably practicable after and in any event no later than 30 days following the date of this Agreementhereof, the Company and Parent shall cooperate in preparing and cause a preliminary Proxy Statement to be filed with the SEC and, following clearance thereof by the SEC, cause a proxy statement relating to the Parent Stockholder Meeting and the transactions contemplated hereby (the “Proxy Statement”). The definitive Proxy Statement to be mailed to Seller stockholders. Buyer shall include the recommendation of the Board of Directors of Parent use its commercially reasonably efforts to promptly respond to requests from Seller to assist Seller in favor of approval of the issuance of shares of Parent Common Stock pursuant responding to the terms of this Agreement for purposes of the rules of the NASDAQ (the “Parent Stock Issuance”). As promptly as practicable after the execution of this Agreement, Parent shall prepare and file any other filings SEC comments on information regarding Buyer required under the Exchange Act, the Securities Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). The Company shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company reasonably requested by Parent that is necessary for the information concerning the Company be included in the Proxy Statement and the Other Filings to comply with all under applicable provisions of and rules under the Exchange Act and all applicable provisions of Delaware Law in the preparation, and mailing of the Proxy Statementlaw or regulation.
(bc) Parent shall notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent Buyer shall provide the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company and its counsel to review the Proxy Statement and any exhibits, amendment or supplement thereto and shall reasonably consult with the Company and its advisors concerning any comments from the SEC with respect thereto and shall not file the Proxy Statement or any exhibits, amendment or supplement thereto or any response letters to any comments from the SEC without the prior written consent of the Company, Seller such consent not to be unreasonably withheld or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and U.S. securities Laws to be included therein. Parent agrees that the Proxy Statement and the Other Filings will comply in all material respects with the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. For the avoidance of doubt, the information supplied or to be supplied by Parent specifically for inclusion in the Proxy Statement on the date(s) the Proxy Statement regarding Buyer’s business, financial condition, operations and prospects as Seller and its counsel reasonably determines is first mailed to the stockholders of Parent, at the time required under applicable rules and regulations of the Parent Stockholders Meeting or at the Effective Time, will SEC. Any such information shall not contain any untrue statement of a material fact or omit to state any a 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 false or misleading.
(provided that Parent d) Buyer shall not be responsible for promptly inform Seller if any of the accuracy or completeness of any information relating to the Company or any other information, in each case, furnished in writing supplied by the Company for inclusion in the Proxy Statement). The information relating to the Company furnished in writing by the Company specifically Buyer for inclusion in the Proxy Statement will notto be mailed to the stockholders of Seller in connection with the special meeting will, as of on the date of the mailing of the Proxy Statement (or any supplement or amendment thereto) is first mailed to Seller stockholders or at the holders time of Parent Common Stockthe special meeting, (a) contain any untrue statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any a material fact, or (b) fact omit to state any a material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not false or misleading, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent, an amendment or supplement to the Proxy Statement.
(ce) As soon as practicable after At or prior to the date Closing, Seller shall deliver to Buyer a certificate of this Agreement, its Secretary setting forth the Company shall cause the Company Stockholders Meeting to be duly called and held for the purpose of obtaining the Required Company Vote. In connection with such meeting, the Company will use voting results from its reasonable best efforts to obtain the Required Company Vote and otherwise comply with all legal requirements applicable to such stockholder meeting.
(d) As soon as practicable after the date of this Agreement, Parent shall (i) obtain approval of this Agreement and the transactions contemplated hereby from Flexpoint Fund and (ii) cause the Parent Stockholders Meeting to be duly called and held for the purpose of obtaining the approval by its stockholders of the Parent Stock Issuance (the “Parent Stockholder Approval”). In connection with such meeting, Parent will use its reasonable best efforts to obtain the Parent Stockholder Approval and otherwise comply with all legal requirements applicable to such meeting.
Appears in 1 contract
Proxy Statement; Stockholder Approval. (a) As soon as practicable after the date of this Agreement, the Company and Parent shall cooperate in preparing and cause to be filed with the SEC a proxy statement relating to the Parent Stockholder Meeting and the transactions contemplated hereby (the “Proxy Statement”). The Proxy Statement shall include the recommendation of the Board of Directors of Parent in favor of approval of the issuance of shares of Parent Common Stock pursuant to the terms of this Agreement for purposes of the rules of the NASDAQ (the “Parent Stock Issuance”). As promptly as practicable after the execution of this Agreement, Parent shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). The Company shall provide Parent, as promptly as reasonably practicable, with such information concerning but in no event later than 15 days, following the date of this Agreement the Company reasonably requested by will prepare and file a preliminary Proxy Statement with the SEC. Subject to Section 6.9, the Proxy Statement will include the Company Board Recommendation. Parent that is necessary for the information concerning will cooperate with the Company in the preparation and filing of the Proxy Statement and will furnish all information concerning it that is reasonably necessary in connection with the Other Filings to comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of Delaware Law in the preparation, and mailing preparation of the Proxy Statement.
(b) Parent shall notify Statement and is reasonably requested by the Company. The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing and the Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly upon as reasonably practicable after the Company learns that the Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. Prior to filing or mailing the Proxy Statement or filing any other required documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will provide Parent with an opportunity to review and comment on such document or response (including by participating in any discussions or meetings with the SEC) and will give good faith consideration to any comments made by Parent and its counsel. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, information and will supply Parent shall provide the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, Company and the SEC, SEC or its staff or other government officials, on the other hand, with respect to the Proxy Statement or the Transactions.
(b) If, at any Other Filing. Parent shall permit time prior to obtaining the Company and its counsel Stockholder Approval, any information relating to review the Company or Parent, or any of their respective Affiliates, officers or directors, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement and so that such document would not include any exhibits, amendment or supplement thereto and shall reasonably consult with the Company and its advisors concerning any comments from the SEC with respect thereto and shall not file the Proxy Statement or any exhibits, amendment or supplement thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and U.S. securities Laws to be included therein. Parent agrees that the Proxy Statement and the Other Filings will comply in all material respects with the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. For the avoidance of doubt, the information supplied or to be supplied by Parent specifically for inclusion in the Proxy Statement on the date(s) the Proxy Statement is first mailed to the stockholders of Parent, at the time of the Parent Stockholders Meeting or at the Effective Time, will not contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information, in each case, furnished in writing by the Company for inclusion in the Proxy Statement). The information relating to the Company furnished in writing by the Company specifically for inclusion in the Proxy Statement will not, as of the date of the mailing of the Proxy Statement to the holders of Parent Common Stock, (a) contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or (b) omit to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were are made, not misleading, Parent or the Company, Party that discovers such information will as the case may be, shall promptly inform as practicable notify the other party of Party and an appropriate amendment or supplement describing such occurrence and cooperate in filing information will be filed with the SEC or its staff or any as promptly as practicable after the other government officialsParty has had a reasonable opportunity to review and comment thereon, and/or mailing and, to the extent required by applicable Law, disseminated to the stockholders of Parentthe Company. The Proxy Statement will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and other applicable Law, an amendment or supplement to including the Proxy Statementregulations and requirements of NYSE.
(c) As The Company will call a meeting of its stockholders to be held as soon as reasonably practicable (but in any event no later than 40 days after such clearance with the SEC or, if the SEC does not review the Proxy Statement, 40 days after the earliest date on which the Company could mail the Proxy Statement pursuant to the Exchange Act) after the Proxy Statement is cleared by the SEC staff for mailing to consider and vote on approval of this AgreementAgreement and any other matters required to be voted upon by the Company’s stockholders in connection with the Transactions (including any adjournment or postponement thereof, the “Company Stockholders Meeting”). Subject to and until the Company Board effects a Change of Recommendation pursuant to Section 6.9(c), the Company shall cause the Company Stockholders Meeting to be duly called and held for the purpose of obtaining the Required Company Vote. In connection with such meeting, the Company Board will use its reasonable best efforts to obtain from its stockholders the Required Company Vote and otherwise comply with all legal requirements applicable Stockholder Approval. Subject to such meeting.
(d) As soon as practicable after Section 6.9(c), the date Company Board will recommend that its stockholders vote in favor of this Agreement, Parent shall (i) obtain approval of this Agreement and the transactions contemplated hereby from Flexpoint Fund and (ii) cause the Parent Stockholders Meeting to be duly called and held for the purpose of obtaining the approval by its stockholders of the Parent Stock Issuance (the “Parent Stockholder ApprovalCompany Board Recommendation”). In connection with such meetingSubject to the Company’s right to terminate this Agreement under Section 8.1(d)(ii), the Company and Parent agree that the Company’s obligations pursuant to the first two sentences of this Section 6.2(c) will use its reasonable best efforts not be affected by the commencement, public proposal or communication to obtain the Parent Stockholder Approval and otherwise comply with all legal requirements applicable to such meetingCompany of any Alternative Proposal, or by the withdrawal or modification by the Company Board of the Company Board Recommendation.
Appears in 1 contract
Proxy Statement; Stockholder Approval. (a) As Target shall as soon as practicable after following the date of this Agreement, the Company Agreement prepare and Parent shall cooperate in preparing and cause to be filed file with the SEC a proxy statement relating with respect to the Parent Stockholder Meeting and meeting of the transactions contemplated hereby stockholders of Target in connection with the Merger (the “"Proxy Statement”"). The Proxy Statement , and Target shall include the recommendation of the Board of Directors of Parent in favor of approval of the issuance of shares of Parent Common Stock pursuant use its reasonable best efforts to the terms of this Agreement for purposes of the rules of the NASDAQ (the “Parent Stock Issuance”). As respond as promptly as practicable after the execution of this Agreement, Parent shall prepare and file to any other filings required under the Exchange Act, the Securities Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). The Company shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company reasonably requested by Parent that is necessary for the information concerning the Company in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of Delaware Law in the preparation, and mailing comments of the Proxy Statement.
(b) Parent SEC with respect thereto. Each Party shall notify the Company applicable counterparties promptly upon of the receipt of any comments from the SEC or its staff and of or any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent information and shall provide supply the Company and its counsel other with copies of all written correspondence between Parent it or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or other government officialsstaff, on the other hand, with respect to the Proxy Statement or any Other FilingStatement. Parent shall permit the Company Target will provide Buyer and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any exhibitssupplement or amendment thereof, amendment or supplement thereto and Target shall reasonably consult with give due regard to such comments. Target agrees that (i) none of the Company and its advisors concerning any comments from the SEC information with respect thereto and shall not file to the Proxy Statement Target or any exhibits, amendment or supplement thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of the Company’s failure to consent is the Company’s unwillingness to permit the inclusion in such filing or response of information that, based on the advice of outside counsel to Parent, is required by the SEC and U.S. securities Laws its Subsidiaries to be included therein. Parent agrees that the Proxy Statement and the Other Filings will comply in all material respects with the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. For the avoidance of doubt, the information supplied or to be supplied by Parent specifically for inclusion in the Proxy Statement on the date(s) the Proxy Statement is first mailed to the stockholders of Parentwill, at the time of the Parent Stockholders Meeting mailing of the Proxy Statement or any amendments or supplements thereto, and at the Effective Timetime of the Stockholders Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (provided ii) the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to receipt of the Requisite Target Vote there shall occur any event that Parent shall not should be responsible for the accuracy set forth in an amendment or completeness of any information relating supplement to the Company or any other information, in each case, furnished in writing by the Company for inclusion in the Proxy Statement, Target shall promptly inform Buyer and provide Buyer and its counsel with a reasonable opportunity to review and comment on such amendment or supplement and give due regard to such comments and prepare and mail to its stockholders such an amendment or supplement. Target shall not file with the SEC or mail any Proxy Statement, or any amendment or supplement thereto, to which Buyer reasonably objects.
(b) As promptly as practicable after the execution and delivery of this Agreement, Target, acting through its Board of Directors, shall, in accordance with applicable Law, duly call, give notice of, convene and hold a special meeting of its stockholders, which meeting shall be held as promptly as practicable following the mailing of the Proxy Statement, for the purpose of considering and taking action upon the approval of this Agreement and the Merger, and Target agrees that this Agreement and the Merger shall be submitted at such meeting. Except as permitted by Section 7.2(b). The information relating to the Company furnished in writing by the Company specifically for inclusion , Target shall, through its Board of Directors, include in the Proxy Statement will not, as the recommendation of the date Board of Directors that the stockholders of Target approve the Merger and this Agreement and shall use commercially reasonable efforts to obtain such approval (including the solicitation of proxies to be exercised in favor of the Agreement and the Merger).
(c) Buyer agrees that none of the information with respect to Buyer or its Subsidiaries supplied by or on behalf of Buyer to be included in the Proxy Statement will, at the time of the mailing of the Proxy Statement to or any amendments or supplements thereto, and at the holders time of Parent Common Stockthe Stockholders Meeting, (a) contain any untrue statement which, at such time and in light of the circumstances under which it is made, is false a material fact or misleading with respect to any material fact, or (b) omit to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. Whenever any event occurs which would reasonably be expected to result in the Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Stockholders Meeting any event or circumstances relating to Buyer, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff respective officers or any other government officialsdirectors, and/or mailing to stockholders of Parent, should be discovered by Buyer that should be set forth in an amendment or a supplement to the Proxy Statement, Buyer shall promptly inform Target (which shall file such amendment or supplement with the SEC).
(c) As soon as practicable after the date of this Agreement, the Company shall cause the Company Stockholders Meeting to be duly called and held for the purpose of obtaining the Required Company Vote. In connection with such meeting, the Company will use its reasonable best efforts to obtain the Required Company Vote and otherwise comply with all legal requirements applicable to such meeting.
(d) As soon as practicable after the date of this Agreement, Parent shall (i) obtain approval of this Agreement and the transactions contemplated hereby from Flexpoint Fund and (ii) cause the Parent Stockholders Meeting to be duly called and held for the purpose of obtaining the approval by its stockholders of the Parent Stock Issuance (the “Parent Stockholder Approval”). In connection with such meeting, Parent will use its reasonable best efforts to obtain the Parent Stockholder Approval and otherwise comply with all legal requirements applicable to such meeting.
Appears in 1 contract
