Proxy Statement; Stockholder Meeting. (a) Reasonably promptly after the Effective Date, the Manager and the REIT shall prepare and the REIT shall file with the Securities and Exchange Commission ("SEC") a proxy statement on Schedule 14A for a meeting of stockholders of the REIT (as amended or supplemented, the "Proxy Statement"). The Manager and the REIT shall include in the Proxy Statement a proposal or proposals for or relating to the approval of the Transactions and the Transaction Documents, including the issuance of the REIT Stock as required by the NYSE Listed Company Manual, and the issuance of shares of common stock to Xxxx Xxxxx, which proposal(s) shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter other than the votes of shares owned of record or beneficially by the Contributors or their respective Affiliates, or by any other stockholder determined to have a material financial interest in the Transactions (the "REIT Stockholder Approval"). The Manager and the REIT shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the federal securities Laws (including the SEC's proxy rules) and of Maryland Law. The Contributors shall furnish all required information concerning themselves, the Manager and their Affiliates to the REIT and provide such other assistance as may be reasonably requested in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or any amendment or supplement thereto, the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed filing solely with respect to the REIT Stockholder Approval and any information relating to the Contributors. If, at any time prior to the Closing Date, any information should be discovered by the REIT, on the one hand, or the Manager or the Contributors, on the other hand, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the REIT with the SEC and, to the extent required by applicable Law, disseminated by the REIT to the stockholders of the REIT. (b) The Manager and the REIT shall promptly notify the Contributors 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 the Contributors with copies of all correspondence between the REIT 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. Prior to responding to any comments of the SEC, the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed response solely with respect to the REIT Stockholder Approval and any information relating to the Contributors. (c) The REIT shall mail the Proxy Statement to the holders of Common Stock in accordance with customary practice after the SEC's review of the Proxy Statement is completed. (d) The REIT shall, in accordance with customary practice, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting"). One matter presented to the stockholders of the REIT at the Stockholders Meeting for approval shall be the REIT Stockholder Approval. The Board of Directors of the REIT shall, subject to its duties under the Law and the approval of the Special Committee, recommend that the stockholders of the REIT vote in favor of the issuance of the REIT Stock at the Stockholders Meeting, and the REIT shall use reasonable best efforts to solicit from its stockholders proxies in favor of such approval. Notwithstanding the foregoing, the Board of Directors of the REIT may decline to make or may withdraw, modify or change its recommendation at any time prior to obtaining the REIT Stockholder Approval if the Special Committee determines in good faith (after consultation with its outside counsel) that the failure to take such action would be inconsistent with their duties to the REIT's stockholders under applicable Law.
Appears in 2 contracts
Samples: Contribution Agreement (CorEnergy Infrastructure Trust, Inc.), Contribution Agreement (CorEnergy Infrastructure Trust, Inc.)
Proxy Statement; Stockholder Meeting. (a) Reasonably promptly after the Effective Date, the Manager Company and the REIT each of Parent and Newco shall prepare and the REIT file, or shall file cause to be prepared and filed, with the Securities SEC those documents, schedules and Exchange Commission ("SEC") a proxy statement on Schedule 14A for amendments and supplements thereto required to be filed with respect to the transactions contemplated by this Agreement. Company, acting through its Board of Directors, shall, if necessary, cause a meeting of its stockholders (the "Stockholders Meeting") to be duly called (including establishing the record date, if requested, to be the date immediately after the date Newco first purchases any shares of Company Common Stock pursuant to the Offer) and shall give notice of, convene and hold the Stockholders Meeting as soon as practicable, and at such time and place designated by Parent, for the purpose of approving the Merger, this Agreement and any other actions contemplated hereby which required the approval of Company's stockholders. Company shall recommend to its stockholders approval of the REIT (as amended or supplemented, Merger and take all reasonable actions necessary to solicit such approval. Company shall use its best efforts to obtain and furnish the "Proxy Statement"). The Manager and the REIT shall include information required to be included by it in the Proxy Statement a proposal or proposals for or and, after consultation with Parent, shall respond promptly to any comments of the SEC relating to any preliminary proxy statement regarding the approval of the Transactions Merger and the Transaction Documents, including the issuance of the REIT Stock as required other transactions contemplated by the NYSE Listed Company Manual, this Agreement and the issuance of shares of common stock to Xxxx Xxxxx, which proposal(s) shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter other than the votes of shares owned of record or beneficially by the Contributors or their respective Affiliates, or by any other stockholder determined to have a material financial interest in the Transactions (the "REIT Stockholder Approval"). The Manager and the REIT shall cause the Proxy Statement to comply as be mailed to form and substance in its stockholders, all material respects with at the applicable requirements of the federal securities Laws (including the SEC's proxy rules) and of Maryland Lawearliest practicable time. The Contributors shall furnish all required information concerning themselves, the Manager and their Affiliates to the REIT and provide such other assistance as may be reasonably requested in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or Whenever any amendment or supplement thereto, the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed filing solely with respect to the REIT Stockholder Approval and any information relating to the Contributors. If, at any time prior to the Closing Date, any information should be discovered by the REIT, on the one hand, or the Manager or the Contributors, on the other hand, that event occurs which should be set forth in an amendment or supplement to the Proxy Statement so that or any other filing required to be made with the SEC with respect to the Proxy Statement would not or the Stockholders Meeting, each party shall promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to Company's stockholders such amendment or supplement. The Proxy Statement and all amendments and supplements thereto shall comply with applicable law and be in form and substance satisfactory to each of Parent and Company. Company, acting through its Board of Directors, shall include any misstatement in the Proxy Statement the recommendation of a material fact or omit its Board of Directors that stockholders of Company vote in favor of the approval and adoption of this Agreement and the Merger. Company shall use its best efforts to state any material fact required to be stated therein or solicit from stockholders of Company proxies in favor of such approval and adoption and shall take all other actions necessary to make the statements thereinor, in the light reasonable judgment of Parent, advisable to secure the vote or consent of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and, to the extent Company's stockholders required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the REIT with DGCL to effect the SEC and, to the extent required by applicable Law, disseminated by the REIT to the stockholders of the REITMerger.
(b) The Manager and Notwithstanding anything to the REIT contrary contained herein, in the event that Newco shall promptly notify the Contributors acquire at least ninety percent (90%) of the receipt outstanding Shares, the parties hereto agree, at the request of any comments from Parent, subject to Article VII, to take all necessary and appropriate action to cause the SEC or the staff Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting and without a vote 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 the Contributors with copies of all correspondence between the REIT 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. Prior to responding to any comments of the SEC, the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed response solely with respect to the REIT Stockholder Approval and any information relating to the Contributors.
(c) The REIT shall mail the Proxy Statement to the holders of Common Stock in accordance with customary practice after the SECCompany's review of the Proxy Statement is completed.
(d) The REIT shallstockholders, in accordance with customary practice, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting"). One matter presented to the stockholders of the REIT at the Stockholders Meeting for approval shall be the REIT Stockholder Approval. The Board of Directors of the REIT shall, subject to its duties under the Law and the approval of the Special Committee, recommend that the stockholders of the REIT vote in favor of the issuance of the REIT Stock at the Stockholders Meeting, and the REIT shall use reasonable best efforts to solicit from its stockholders proxies in favor of such approval. Notwithstanding the foregoing, the Board of Directors of the REIT may decline to make or may withdraw, modify or change its recommendation at any time prior to obtaining the REIT Stockholder Approval if the Special Committee determines in good faith (after consultation with its outside counsel) that the failure to take such action would be inconsistent with their duties to the REIT's stockholders under applicable LawDGCL.
Appears in 2 contracts
Samples: Merger Agreement (Prime Service Inc), Merger Agreement (Atlas Copco North America Inc)
Proxy Statement; Stockholder Meeting. (a) Reasonably As promptly as reasonably practicable following the date of this Agreement (but in any event no later than forty-five (45) days after the Effective Datedate hereof), the Manager and the REIT Company shall prepare and the REIT shall file a preliminary Proxy Statement with the Securities and Exchange Commission ("SEC") a proxy statement on Schedule 14A for a meeting of stockholders of the REIT (as amended or supplemented. Subject to Section 5.03, the "Proxy Statement"). The Manager and the REIT shall include in the Proxy Statement a proposal or proposals for or relating to shall include the approval Company Recommendation. Parent shall cooperate with the Company in the preparation of the Transactions and the Transaction Documents, including the issuance of the REIT Stock as required by the NYSE Listed Company ManualProxy Statement, and the issuance of shares of common stock to Xxxx Xxxxx, which proposal(s) shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter other than the votes of shares owned of record or beneficially by the Contributors or their respective Affiliates, or by any other stockholder determined to have a material financial interest in the Transactions (the "REIT Stockholder Approval"). The Manager and the REIT shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the federal securities Laws (including the SEC's proxy rules) and of Maryland Law. The Contributors shall furnish all required information concerning themselves, the Manager it and their Affiliates to the REIT and provide such other assistance as may be reasonably requested Sub that is necessary or appropriate in connection with the preparation of the Proxy Statement. The parties shall use their respective reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement or any related documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, to the extent reasonably practicable, the Manager and the REIT Company shall provide the Contributors Parent with reasonable an opportunity to review and comment on such document or response and shall consider in good faith any comments on such document or response reasonably proposed filing solely by Parent. The Company shall notify Parent promptly of the receipt of any comments to the Proxy Statement from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company and the SEC or its staff with respect to the REIT Stockholder Approval and any information relating to Proxy Statement or the Contributors. transactions contemplated by this Agreement.
(b) If, at any time prior to the Closing DateEffective Time, any information should be relating to the Company or Parent, or any of their respective affiliates, is discovered by the REIT, on the one hand, Company or the Manager or the Contributors, on the other hand, Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement such document would not include any 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 the light of the circumstances under which they were are made, not misleading, the party that discovers such information shall as promptly as practicable notify the other party and, to the extent required by applicable Law, and an appropriate amendment or supplement describing such information shall be promptly filed by the REIT with the SEC as promptly as practicable after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated by the REIT to the stockholders of the REIT.
(b) The Manager and the REIT shall promptly notify the Contributors 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 the Contributors with copies of all correspondence between the REIT 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. Prior to responding to any comments of the SEC, the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed response solely with respect to the REIT Stockholder Approval and any information relating to the ContributorsCompany.
(c) The REIT shall Company shall, as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC for mailing to the Company’s stockholders in accordance with Section 5.04(a) (but in any event no later than forty-five (45) days after such clearance with the SEC or, if the SEC does not review the Proxy Statement, forty-five days after the earliest date on which the Company could mail the Proxy Statement pursuant to the holders of Common Stock in accordance with customary practice after the SEC's review of the Proxy Statement is completed.
(d) The REIT shall, in accordance with customary practiceExchange Act), duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders “Company Stockholder Meeting"”). One matter presented , provided that (i) the Company may postpone or adjourn the Company Stockholder Meeting in connection with the settlement of litigation relating to the stockholders Merger (to which settlement Parent has provided its consent (such consent not to be unreasonably withheld, conditioned or delayed)) in order to amend or supplement the Proxy Statement to the extent required by applicable Law; provided that the Company will hold the Company Stockholder Meeting as promptly as practicable thereafter, (ii) the Company may postpone or adjourn the Company Stockholder Meeting if required by applicable Law, including to amend or supplement the Proxy Statement so that such document would not include any 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 REIT at circumstances under which they are made, not misleading; provided that the Stockholders Company will hold the Company Stockholder Meeting for approval shall be as promptly as practicable thereafter, and (iii) the REIT Company may postpone or adjourn the Company Stockholder Meeting to a date no more than ten (10) days after its originally noticed date only to the extent reasonably required in order to solicit additional proxies so as to establish a quorum or to obtain the Company Stockholder Approval. The Board Subject to Section 5.03, the Company’s board of Directors of the REIT shall, subject to its duties under the Law and the approval of the Special Committee, directors shall recommend that the Company’s stockholders of approve this Agreement (the REIT vote in favor of the issuance of the REIT Stock at the Stockholders Meeting“Company Recommendation”), and the REIT shall Company shall, unless there has been a Change of Company Recommendation or this Agreement has been terminated in accordance with its terms, use its reasonable best efforts to solicit from its stockholders proxies in favor of such approvalthe approval of this Agreement, and to take all other action reasonably necessary or advisable to secure the Company Stockholder Approval. Unless this Agreement is terminated in accordance with its terms, the Company shall not submit to the vote of its stockholders any Competing Proposal. Notwithstanding the foregoing, the Board of Directors of the REIT may decline to make or may withdraw, modify or change its recommendation at any time prior to obtaining the REIT Stockholder Approval if the Special Committee determines Company’s board of directors makes a Change of Company Recommendation, or upon the termination of this Agreement in good faith (after consultation accordance with its outside counselSection 7.01(e), Section 7.01(f) that or Section 7.01(g), the failure Company shall not be obligated to take such any action would be inconsistent with their duties otherwise required pursuant to Section 5.03 or this Section 5.04, and the REIT's stockholders under applicable LawCompany may cancel any scheduled Company Stockholder Meeting.
Appears in 2 contracts
Samples: Merger Agreement (Midamerican Energy Holdings Co /New/), Merger Agreement (Nv Energy, Inc.)
Proxy Statement; Stockholder Meeting. (a) Reasonably As promptly after as reasonably practicable following the Effective Datedate of this Agreement, the Manager and the REIT Company shall prepare and the REIT shall file a preliminary Proxy Statement with the Securities and Exchange Commission ("SEC") . The Proxy Statement shall include the Company Recommendation, except to the extent the Company’s board of directors has made a proxy statement on Schedule 14A for a meeting Change of stockholders Company Recommendation in accordance with Section 6.03. Parent shall cooperate with the Company in the preparation of the REIT (as amended or supplemented, the "Proxy Statement"). The Manager and the REIT shall include in the Proxy Statement a proposal or proposals for or relating to the approval of the Transactions and the Transaction Documents, including the issuance of the REIT Stock as required by the NYSE Listed Company Manual, and the issuance of shares of common stock to Xxxx Xxxxx, which proposal(s) shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter other than the votes of shares owned of record or beneficially by the Contributors or their respective Affiliates, or by any other stockholder determined to have a material financial interest in the Transactions (the "REIT Stockholder Approval"). The Manager and the REIT shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the federal securities Laws (including the SEC's proxy rules) and of Maryland Law. The Contributors shall furnish all required information concerning themselvesit, the Manager Merger Sub and their Affiliates to the REIT and provide such other assistance as may be Guarantor that is reasonably requested necessary or appropriate in connection with the preparation of the Proxy Statement. The parties shall use their respective reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement or any related documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Manager and the REIT Company shall provide the Contributors Parent with reasonable an opportunity to review and comment on such document or response and shall consider in good faith any comments on such document or response reasonably proposed filing solely by Parent. The Company shall notify Parent promptly of the receipt of any comments to the Proxy Statement from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will promptly supply Parent with copies of all correspondence between the Company and the SEC or its staff with respect to the REIT Stockholder Approval and any information relating to Proxy Statement or the Contributors. transactions contemplated by this Agreement.
(b) If, at any time prior to the Closing DateCompany Stockholder Meeting, any information should be relating to the Company or Parent, or any of their respective affiliates, is discovered by the REIT, on the one hand, Company or the Manager or the Contributors, on the other hand, Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement such document would not include any misstatement 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 made therein, in the light of the circumstances under which they were are made, not misleading, the party that discovers such information shall as promptly as practicable notify the other party party. Following such notification, the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, an appropriate amendment the Company shall disseminate such amended or supplement describing such information shall be promptly filed by the REIT with the SEC and, to the extent required by applicable Law, disseminated by the REIT to the stockholders of the REIT.
(b) The Manager and the REIT shall promptly notify the Contributors 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 the Contributors with copies of all correspondence between the REIT 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. Prior to responding to any comments of the SEC, the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed response solely with respect to the REIT Stockholder Approval and any information relating to the ContributorsCompany.
(c) The REIT shall mail the Proxy Statement to the holders of Common Stock in accordance with customary practice Company shall, as promptly as reasonably practicable after the SEC's review of the Proxy Statement is completed.
(d) The REIT shall, cleared by the SEC for mailing to the Company’s stockholders in accordance with customary practiceSection 6.04(a), duly call, give notice of, convene and hold a meeting of the holders of the Company Common Stock for the purpose of seeking the Company Stockholder Approval (the “Company Stockholder Meeting”). The Company’s board of directors shall recommend that the Company’s stockholders give the Company Stockholder Approval (the “Company Recommendation”) except to the extent the Company’s board of directors has made a Change of Company Recommendation in accordance with Section 6.03, and the Company shall, except to the extent there has been a Change of Company Recommendation or this Agreement has been terminated in accordance with its terms, use its reasonable best efforts to solicit the Company Stockholder Approval, including by soliciting proxies from the holders of the Company Common Stock in favor thereof. The Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Unless this Agreement is terminated in accordance with its terms, the Company shall not submit to the vote of its stockholders any Competing Proposal. The obligation of the Company to duly call, give notice of, convene and hold the Company Stockholder Meeting and mail the Proxy Statement (and any amendment or supplement that may be required by Law) to the "Stockholders Company’s stockholders shall not be affected by a Change of Company Recommendation.
(d) Notwithstanding any provision of this Agreement to the contrary, the Company may adjourn, recess or postpone the Company Stockholder Meeting"). One matter presented , after consultation with Parent, (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the REIT Company within a reasonable amount of time in advance of the Company Stockholder Meeting, (ii) if as of the time for which the Company Stockholder Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholder Meeting or to the extent that at such time the Company has not received proxies sufficient to allow the receipt of the Company Stockholder Approval at the Stockholders Company Stockholder Meeting; provided, that, in the case of this clause (ii), without the consent of Parent, in no event shall the Company Stockholder Meeting (as so postponed or adjourned) be held on a date that is more than thirty (30) days after the date for approval shall be which the REIT Company Stockholder Approval. The Board of Directors of the REIT shall, subject to its duties under the Law and the approval of the Special Committee, recommend that the stockholders of the REIT vote in favor of the issuance of the REIT Stock at the Stockholders Meeting, and the REIT shall use reasonable best efforts to solicit from its stockholders proxies in favor of such approval. Notwithstanding the foregoing, the Board of Directors of the REIT may decline to make Meeting was originally scheduled or may withdraw, modify or change its recommendation at any time prior to obtaining the REIT Stockholder Approval if the Special Committee determines in good faith (after consultation with its outside counseliii) that the failure to take such action would be inconsistent with their duties to the REIT's stockholders under extent required by applicable Law.
Appears in 1 contract
Proxy Statement; Stockholder Meeting. (a) Reasonably As promptly after as reasonably practicable following the Effective Datedate of this Agreement, the Manager and the REIT Company shall prepare and the REIT shall file a preliminary Proxy Statement with the Securities and Exchange Commission ("SEC") a proxy statement on Schedule 14A for a meeting of stockholders of the REIT (as amended or supplemented. Subject to Section 5.03, the "Proxy Statement"). The Manager and the REIT shall include in the Proxy Statement a proposal or proposals for or relating to shall include the approval Company Recommendation. Parent shall cooperate with the Company in the preparation of the Transactions and the Transaction Documents, including the issuance of the REIT Stock as required by the NYSE Listed Company ManualProxy Statement, and the issuance of shares of common stock to Xxxx Xxxxx, which proposal(s) shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter other than the votes of shares owned of record or beneficially by the Contributors or their respective Affiliates, or by any other stockholder determined to have a material financial interest in the Transactions (the "REIT Stockholder Approval"). The Manager and the REIT shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the federal securities Laws (including the SEC's proxy rules) and of Maryland Law. The Contributors shall furnish all required information concerning themselves, the Manager it and their Affiliates to the REIT and provide such other assistance as may be reasonably requested Sub that is necessary or appropriate in connection with the preparation of the Proxy Statement. The parties shall use their respective reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement or any related documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, to the extent reasonably practicable, the Manager and the REIT Company shall provide the Contributors Parent with reasonable an opportunity to review and comment on such document or response and shall consider in good faith any comments on such document or response reasonably proposed filing solely by Parent. The Company shall notify Parent promptly of the receipt of any comments to the Proxy Statement from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company and the SEC or its staff with respect to the REIT Stockholder Approval and any information relating to Proxy Statement or the Contributors. transactions contemplated by this Agreement.
(b) If, at any time prior to the Closing DateCompany Stockholder Meeting, any information should be relating to the Company or Parent, Sub or any of their respective affiliates, is discovered by the REIT, on the one hand, Company or the Manager or the Contributors, on the other hand, Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement such document would not include any 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 the light of the circumstances under which they were are made, not misleading, the party that discovers such information shall as promptly as practicable notify the other party party. Following such notification, the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, an appropriate the Company shall disseminate such amendment or supplement describing such information shall be promptly filed by the REIT with the SEC and, to the extent required by applicable Law, disseminated by the REIT to the stockholders of the REIT.
(b) The Manager and the REIT shall promptly notify the Contributors 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 the Contributors with copies of all correspondence between the REIT 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. Prior to responding to any comments of the SEC, the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed response solely with respect to the REIT Stockholder Approval and any information relating to the ContributorsCompany.
(c) The REIT shall mail the Proxy Statement to the holders of Common Stock in accordance with customary practice Company shall, as promptly as reasonably practicable after the SEC's review of the Proxy Statement is completed.
(d) The REIT shall, cleared by the SEC for mailing to the Company’s stockholders in accordance with customary practiceSection 5.04(a), duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders “Company Stockholder Meeting"”). One matter presented Notwithstanding any provision of this Agreement to the contrary, the Company may, in its reasonable discretion, adjourn, recess or postpone the Company Stockholder Meeting (i) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the REIT Company within a reasonable amount of time in advance of the Company Stockholder Meeting, (ii) if as of the time for which the Company Stockholder Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholder Meeting or to the extent that at such time the Company has not received proxies sufficient to allow the receipt of the Company Stockholder Approval at the Stockholders Company Stockholder Meeting for approval or (iii) to the extent required by applicable Law. Subject to Section 5.03, the Company Board shall be the REIT Stockholder Approval. The Board of Directors of the REIT shall, subject to its duties under the Law and the approval of the Special Committee, recommend that the Company’s stockholders of the REIT vote in favor of the issuance of the REIT Stock at the Stockholders Meetingapprove this Agreement, and the REIT shall Company shall, unless there has been a Change of Company Recommendation or this Agreement has been terminated in accordance with its terms, use its reasonable best efforts to solicit from its stockholders proxies in favor of such approval. Notwithstanding the foregoing, the Board approval of Directors of the REIT may decline to make or may withdraw, modify or change its recommendation at any time prior to obtaining the REIT Stockholder Approval if the Special Committee determines in good faith (after consultation with its outside counsel) that the failure to take such action would be inconsistent with their duties to the REIT's stockholders under applicable Lawthis Agreement.
Appears in 1 contract
Proxy Statement; Stockholder Meeting. (a) Reasonably promptly after the Effective Date, the Manager and the REIT The Company shall prepare and the REIT shall file with the Securities and Exchange Commission ("SEC") a proxy statement on Schedule 14A for a meeting of stockholders of the REIT (as amended or supplemented, the "Proxy Statement"). The Manager and the REIT shall include in the Proxy Statement a proposal or proposals for or relating to the approval of the Transactions and the Transaction Documents, including the issuance of the REIT Stock as required by the NYSE Listed Company Manual, and the issuance of shares of common stock to Xxxx Xxxxx, which proposal(s) shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter other than the votes of shares owned of record or beneficially by the Contributors or their respective Affiliates, or by any other stockholder determined to have a material financial interest in the Transactions (the "REIT Stockholder Approval"). The Manager and the REIT shall cause the Proxy Statement to comply as to form and substance in take all material respects with the applicable requirements of the federal securities Laws (including the SEC's proxy rules) and of Maryland Law. The Contributors shall furnish all required information concerning themselves, the Manager and their Affiliates to the REIT and provide such other assistance as may be reasonably requested in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or any amendment or supplement thereto, the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed filing solely with respect to the REIT Stockholder Approval and any information relating to the Contributors. If, at any time prior to the Closing Date, any information should be discovered by the REIT, on the one hand, or the Manager or the Contributors, on the other hand, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or action necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the REIT with the SEC and, to the extent required by applicable Law, disseminated by the REIT to the stockholders of the REIT.
(b) The Manager and the REIT shall promptly notify the Contributors 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 the Contributors with copies of all correspondence between the REIT 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. Prior to responding to any comments of the SEC, the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed response solely with respect to the REIT Stockholder Approval and any information relating to the Contributors.
(c) The REIT shall mail the Proxy Statement to the holders of Common Stock in accordance with customary practice after the SEC's review of the Proxy Statement is completed.
(d) The REIT shall, in accordance with customary practice, duly call, give notice of, convene and hold a meeting of its stockholders the Stockholders (the "Stockholders “Stockholder Meeting"). One matter presented to ”) as promptly as reasonably practicable following the stockholders date hereof for the purpose of the REIT at the Stockholders Meeting for approval shall be the REIT Stockholder Approval. The Board of Directors of the REIT shall, subject to its duties under the Law and obtaining the approval of the Special Committeeholders of a majority of its outstanding Series D Preferred Stock and Common Stock voting as a single class in accordance with applicable Law and NASDAQ Listing Rules of (i) the adoption of this Agreement, recommend that (ii) the stockholders adoption of the REIT vote in favor Articles Amendment, (iii) the Preliminary Transaction, (iv) the election of the Investor Designees to the Board of Directors, and (v) the issuance of the REIT Class AA Preferred Stock at to Investor (the “Stockholder Approval”). Unless the Board of Directors shall have withdrawn or modified its Recommendation in accordance with, and subject to, the terms and conditions of, Section 5.3(d), the Company shall (A) include in the Proxy Statement the recommendation of the Board of Directors that the Stockholders Meetingapprove and adopt this Agreement, the issuance of the Class AA Preferred Stock, the Articles Amendment and the REIT shall election of the Investor Designees (the “Recommendation”) and (B) use its reasonable best efforts to solicit from its stockholders the Stockholders proxies in favor of the approval of this Agreement and take all other action reasonably necessary or advisable to secure the Stockholder Approval. The Company may only adjourn or postpone the Stockholder Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Stockholders or, if as of the time for which the Stockholder Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such approval. Notwithstanding meeting; provided, that no adjournment may be to a date on or after the foregoingEarly Outside Date.
(b) In connection with the Stockholder Meeting, the Board Company shall as promptly as reasonably practicable (i) prepare the Proxy Statement and file the Proxy Statement with the SEC; provided that the Proxy Statement shall be filed not later than ten (10) Business Days following the date hereof, (ii) respond to any comments or requests for additional information received from the SEC with respect to such filing and promptly provide copies of Directors of such comments or requests, and any other correspondence with the REIT may decline SEC, to make the Investor, (iii) prepare and file any amendments or may withdrawsupplements necessary to be filed in response to any SEC comments or as required by Law, modify (iv) after confirmation from the SEC that it has no further comments on, or change its recommendation that it is not reviewing, the Proxy Statement, use reasonable best efforts to mail to the Stockholders the Proxy Statement and all other customary proxy or other materials for meetings such as the Stockholder Meeting, (v) to the extent required by applicable Law, prepare, file and distribute to the Stockholders any supplement or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to obtaining the REIT Stockholder Approval if the Special Committee determines in good faith Meeting and (after consultation vi) otherwise use commercially reasonable efforts to comply with its outside counsel) that the failure to take such action would be inconsistent with their duties all Law applicable to the REIT's stockholders Stockholder Meeting.
(c) Investor shall cooperate with the Company in connection with the preparation of the Proxy Statement, including promptly furnishing the Company upon request with any and all information as may be required to be set forth in the Proxy Statement under applicable Law. The Company will provide the Investor a reasonable opportunity to review and comment upon the Proxy Statement or, if applicable, any amendments or supplements thereto, prior to filing the Proxy Statement (or such amendments or supplements, as applicable) with the SEC and prior to mailing the Proxy Statement to the Stockholders and the Company shall reasonably consider and incorporate all comments reasonably proposed by Investor with respect to the Proxy Statement and, if applicable, any such amendments or supplements.
Appears in 1 contract
Samples: Stock Purchase Agreement (Odyssey Marine Exploration Inc)
Proxy Statement; Stockholder Meeting. (a) Reasonably As promptly after as reasonably practicable following the Effective Datedate of this Agreement, the Manager and the REIT Company shall prepare and the REIT shall file a preliminary Proxy Statement with the Securities and Exchange Commission ("SEC") a proxy statement on Schedule 14A for a meeting of stockholders of the REIT (as amended or supplemented. Subject to Section 5.03, the "Proxy Statement"). The Manager and the REIT shall include in the Proxy Statement a proposal or proposals for or relating to shall include the approval Company Recommendation. Parent shall cooperate with the Company in the preparation of the Transactions and the Transaction Documents, including the issuance of the REIT Stock as required by the NYSE Listed Company ManualProxy Statement, and the issuance of shares of common stock to Xxxx Xxxxx, which proposal(s) shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter other than the votes of shares owned of record or beneficially by the Contributors or their respective Affiliates, or by any other stockholder determined to have a material financial interest in the Transactions (the "REIT Stockholder Approval"). The Manager and the REIT shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the federal securities Laws (including the SEC's proxy rules) and of Maryland Law. The Contributors shall furnish all required information concerning themselvesit, Sub, the Manager Equity Financing Sources and any of their Affiliates to the REIT and provide such other assistance as may be respective affiliates that is reasonably requested necessary or appropriate in connection with the preparation of the Proxy Statement. The parties shall use their respective reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement or any related documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Manager and the REIT Company shall provide the Contributors Parent with reasonable an opportunity to review and comment on such document or written response and shall consider in good faith any comments on such document or response reasonably proposed filing solely by Parent. The Company shall notify Parent promptly of the receipt of any comments (written or oral) to the Proxy Statement from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company and the SEC or its staff with respect to the REIT Stockholder Approval Proxy Statement or the transactions contemplated by this Agreement. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to modify any information solely relating to Parent, Sub, the Equity Financing Sources and any information relating of their respective affiliates shall be made without the prior written approval of Parent unless required by applicable Law (and then only after Parent has been provided an opportunity to review and comment on such amendment or supplement and the Contributors. Company has considered in good faith any comments on such amendment or supplement reasonably proposed by Parent).
(b) If, at any time prior to the Closing DateCompany Stockholder Meeting, any information should be relating to the Company or Parent, Sub, the Equity Financing Sources or any of their respective affiliates is discovered by the REIT, on the one hand, Company or the Manager or the Contributors, on the other hand, Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement such document would not include any 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 the light of the circumstances under which they were are made, not misleading, the party that discovers such information shall as promptly as practicable notify the other party andparty. Following such notification, to the extent required by applicable Law, Company shall file with the SEC an appropriate amendment or supplement describing such information shall be as promptly filed by the REIT with the SEC and, to the extent required by applicable Law, disseminated by the REIT to the stockholders of the REIT.
(b) The Manager and the REIT shall promptly notify the Contributors 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 the Contributors with copies of all correspondence between the REIT 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. Prior to responding to any comments of the SEC, the Manager and the REIT shall provide the Contributors with as reasonably practicable after Parent has had a reasonable opportunity to review and comment on such proposed response solely with respect thereon, and, to the REIT Stockholder Approval and any information relating extent the Company determines it is required by applicable Law, the Company shall disseminate such amendment or supplement to the Contributorsstockholders of the Company.
(c) The REIT shall mail the Proxy Statement to the holders of Common Stock in accordance with customary practice Company shall, as promptly as reasonably practicable after the SEC's review of the Proxy Statement is completed.
(d) The REIT shall, cleared by the SEC for mailing to the Company’s stockholders in accordance with customary practiceSection 5.04(a) (and in any event no more than forty-five (45) days after such clearance), duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders “Company Stockholder Meeting")”) for the purpose of voting on (i) the approval and adoption of this Agreement and the Merger, (ii) a non-binding advisory proposal to approve change-in-control payments to executives of the Company, and (iii) a proposal to adjourn the Company Stockholder Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Agreement. One matter presented Except as required by applicable Law, the Company shall not submit any other proposal to its stockholders at the Company Stockholder Meeting without the prior written consent of Parent. The record date and meeting date of the Company Stockholder Meeting shall be selected by the Company after reasonable consultation with Parent. Notwithstanding any provision of this Agreement to the contrary, the Company may, in its reasonable discretion, adjourn the Company Stockholder Meeting after consultation with Parent only (A) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that the Company has determined in good faith after consultation with its legal counsel is required under applicable Law is provided to the stockholders of the REIT Company within a reasonable amount of time in advance of the Company Stockholder Meeting, (B) if as of the time for which the Company Stockholder Meeting is originally scheduled (as set forth in the Proxy Statement) or is scheduled to reconvene following an adjournment thereof, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholder Meeting or to the extent that at such time the Company has not received proxies sufficient to allow the receipt of the Company Stockholder Approval at the Stockholders Company Stockholder Meeting or (C) the Company determines the failure to do so would be inconsistent with applicable Law; provided, however, that unless and only for approval so long as the Company is in a Match Period, the Company Stockholder Meeting shall not be adjourned for more than twenty (20) Business Days in the REIT aggregate from the originally scheduled date of the Company Stockholder ApprovalMeeting without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). The Board Company shall, upon the reasonable request of Directors Parent, advise Parent on a daily basis on each of the REIT shall, subject last seven (7) days prior to its duties under the Law and the approval date of the Special CommitteeCompany Stockholder Meeting (and any reconvening thereof) as to the aggregate tally of proxies received by the Company with respect to the Company Stockholder Approval and whether such proxies have been voted affirmatively or negatively with respect to each of the proposals to be presented at the Company Stockholder Meeting. Subject to Section 5.03, the Company’s board of directors shall recommend that the Company’s stockholders of adopt this Agreement (the REIT vote in favor of the issuance of the REIT Stock at the Stockholders Meeting“Company Recommendation”), and the REIT shall Company shall, unless there has been a Change of Company Recommendation permitted by this Agreement, or this Agreement has been terminated in accordance with its terms, use its reasonable best efforts to solicit from its stockholders proxies in favor of such approval. Notwithstanding the foregoingadoption of this Agreement.
(d) For the avoidance of doubt, the Board Company shall be permitted to call and hold its 2016 annual meeting of Directors stockholders so long as the matters to be voted upon at such meeting do not include the consideration of the REIT may decline to make or may withdraw, modify or change its recommendation at any time prior to obtaining the REIT Stockholder Approval if the Special Committee determines in good faith (after consultation with its outside counsel) that the failure to take such action Competing Proposal and would be inconsistent with their duties to the REIT's stockholders under applicable Lawnot otherwise constitute a breach of Section 5.03.
Appears in 1 contract
Samples: Merger Agreement (Cabelas Inc)
Proxy Statement; Stockholder Meeting. (a) Reasonably promptly after the Effective Date, the Manager and the REIT shall prepare and the REIT shall file with the Securities and Exchange Commission ("SEC") a proxy statement on Schedule 14A for a meeting of stockholders of the REIT (as amended or supplemented, the "Proxy Statement"). The Manager and the REIT shall include in the Proxy Statement a proposal or proposals for or relating to the approval of the Transactions and the Transaction Documents, including the issuance of the REIT Stock as required by the NYSE Listed Company Manual, and the issuance of shares of common stock to Xxxx Xxxxx, which proposal(s) shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter other than the votes of shares owned of record or beneficially by the Contributors or their respective Affiliates, or by any other stockholder determined to have a material financial interest in the Transactions (the "REIT Stockholder Approval"). The Manager and the REIT shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the federal securities Laws (including the SEC's proxy rules) and of Maryland Law. The Contributors shall furnish all required information concerning themselves, the Manager and their Affiliates to the REIT and provide such other assistance as may be reasonably requested in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or any amendment or supplement thereto, the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed filing solely with respect to the REIT Stockholder Approval and any information relating to the Contributors. If, at any time prior to the Closing Date, any information should be discovered by the REIT, on the one hand, or the Manager or the Contributors, on the other hand, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the REIT with the SEC and, to the extent required by applicable Law, disseminated by the REIT to the stockholders of the REIT.
(b) The Manager and the REIT shall promptly notify the Contributors 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 the Contributors with copies of all correspondence between the REIT 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. Prior to responding to any comments of the SEC, the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed response solely with respect to the REIT Stockholder Approval and any information relating to the Contributors.
(c) The REIT shall mail the Proxy Statement to the holders of Common Stock in accordance with customary practice after the SEC's review of the Proxy Statement is completed.
(d) The REIT Seller shall, in accordance with customary practiceDelaware law and the Seller’s charter and bylaws, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders “Seller Stockholder Meeting"). One matter presented to ”) as promptly as practicable after the stockholders date hereof, for the purpose of obtaining the REIT at the Stockholders Meeting for approval shall be the REIT Seller Stockholder Approval. The Board of Directors of the REIT shall, subject to its duties under the Law and the approval of the Special Committee, recommend that the stockholders of the REIT vote in favor of the issuance of the REIT Stock at the Stockholders Meeting, and the REIT Seller shall use commercially reasonable best efforts to solicit from its stockholders proxies for the purposes of obtaining the Seller Stockholder Approval and to secure such Seller Stockholder Approval in favor of such approval. Notwithstanding accordance with Delaware law and the foregoingSeller’s charter and bylaws.
(b) As promptly as practicable after the date hereof, the Board Seller shall prepare and file with the SEC a preliminary proxy statement to be used in connection with the solicitation of Directors proxies for the Stockholder Meeting. The Seller and the Buyer shall use commercially reasonable efforts to respond to any comments of the REIT SEC and its staff and the Seller shall use its commercially reasonable efforts to file a definitive proxy statement (the “Proxy Statement”) as soon as practicable following resolution of any SEC comments and mail to its stockholders the Proxy Statement and all other proxy materials for the Seller Stockholder Meeting. If necessary in order to comply with applicable securities laws, after the Proxy Statement shall have been so mailed, the Seller shall use its commercially reasonable efforts to promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Subject to Section 6.12, the Proxy Statement shall include the Seller Board Recommendation.
(c) The Buyer shall furnish all information concerning the Buyer as may decline be reasonably requested by the Seller in connection with the preparation and filing with the SEC of the Proxy Statement so as to make comply with applicable law. The Buyer and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement before such document (or may withdrawany amendment or supplement thereto) is filed with the SEC, modify or change and the Seller shall consider in such document any comments reasonably and timely proposed by the Buyer and its recommendation at counsel. The Seller shall (i) as promptly as practicable after receipt thereof, provide the Buyer and its counsel with copies of any time prior to obtaining the REIT Stockholder Approval if the Special Committee determines in good faith (after consultation written comments with its outside counsel) that the failure to take such action would be inconsistent with their duties respect to the REIT's stockholders under applicable LawProxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide the Buyer and its counsel a reasonable opportunity to review the Seller’s proposed written response to such comments, and (iii) consider for inclusion in the Seller’s written response to such comments any input reasonably and timely proposed by the Buyer and its counsel.
Appears in 1 contract
Samples: Asset Purchase Agreement (Stanley Furniture Co Inc.)
Proxy Statement; Stockholder Meeting. Quincy covenants and agrees that, except as otherwise contemplated in this Agreement, until the earlier of the Effective Date and the date upon which this Agreement is terminated, it will:
(a) Reasonably promptly after in a timely and expeditious manner:
(i) prepare, in consultation with EMC, acting reasonably, and file the Effective DateQuincy Meeting Materials together with any other documents required by Applicable Laws (all of which will be in form and substance satisfactory to EMC, acting reasonably), in all jurisdictions where the Manager Meeting Materials are required to be filed and mail the REIT shall prepare and the REIT shall file Meeting Materials, in accordance with the Securities and Exchange Commission ("SEC") a proxy statement on Schedule 14A for a meeting of stockholders of the REIT (as amended or supplemented, the "Proxy Statement"). The Manager and the REIT shall include any conditions required in the Proxy Statement a proposal or proposals for or relating to the approval of the Transactions and the Transaction Documents, including connection with the issuance of the REIT Stock as Permit and in accordance with all Applicable Laws, in and to all jurisdictions where the Meeting Materials are required by the NYSE Listed Company Manualto be mailed, and the issuance of shares of common stock to Xxxx Xxxxx, which proposal(s) shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter other than the votes of shares owned of record or beneficially by the Contributors or their respective Affiliates, or by any other stockholder determined to have a material financial interest in the Transactions (the "REIT Stockholder Approval"). The Manager and the REIT shall cause the Proxy Statement to comply as to form and substance complying in all material respects with all Applicable Laws on the applicable requirements date of the federal mailing thereof and in the form and containing the information required by all Applicable Laws, including all applicable corporate and securities Laws laws and requirements, and not containing any misrepresentation (including as defined under applicable securities laws and requirements) with respect thereto;
(ii) include within the SEC's proxy rulesQuincy Proxy Statement the procedures that the Quincy Shareholders must follow in order to attend and be heard at the DOC hearing in held connection with the issuance of the Permit;
(iii) convene the Quincy Meeting as soon as practicable, and use its best efforts to convene the Quincy Meeting no later than April 30, 2006 or such later date that may be mutually agreed upon with EMC as provided in the Permit and solicit proxies to be voted at the Quincy Meeting in favour of Maryland Law. The Contributors shall furnish the Merger and use its commercially reasonable efforts to take all required information concerning themselvesother action that is necessary or desirable to secure the requisite approval of the Quincy Merger Resolution by the Quincy Shareholders;
(iv) not adjourn, postpone or cancel (or propose for adjournment, postponement or cancellation), or fail to call, the Manager Quincy Meeting without EMC’s prior written consent, except as required by Applicable Laws;
(v) provide notice to EMC of the Quincy Meeting and their Affiliates allow representatives of EMC to attend the REIT Quincy Meeting;
(vi) hold and provide conduct the Quincy Meeting in accordance with the Permit, the Act, the by-laws of Quincy and as otherwise required by Applicable Laws; and
(vii) take all such other assistance actions as may be reasonably requested required under the Act in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or any amendment or supplement thereto, the Manager transactions contemplated by this Agreement and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed filing solely with respect to the REIT Stockholder Approval and any information relating to the Contributors. If, at any time prior to the Closing Date, any information should be discovered by the REIT, on the one hand, or the Manager or the Contributors, on the other hand, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement Plan of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the REIT with the SEC and, to the extent required by applicable Law, disseminated by the REIT to the stockholders of the REIT.Merger;
(b) The Manager in a timely and the REIT shall promptly notify the Contributors of the receipt of expeditious manner, prepare (in consultation with EMC acting reasonably) and file any comments from the SEC mutually agreed (or the staff of the SEC and of any request as otherwise required by the SEC or the staff of the SEC for Applicable Laws) amendments or supplements to the Proxy Statement Quincy Meeting Materials (which amendments or for additional information and shall supply the Contributors with copies of all correspondence between the REIT or any of its representativessupplements will be in a form satisfactory to EMC, on the one hand, and the SEC or the staff of the SEC, on the other hand, acting reasonably) with respect to the Proxy Statement. Prior to responding to any comments Quincy Meeting and mail such amendments or supplements, as required in connection with the issuance of the SECPermit and in accordance with all Applicable Laws, in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all Applicable Laws on the Manager and date of the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed response solely with respect to the REIT Stockholder Approval and any information relating to the Contributors.mailing thereof;
(c) The REIT shall mail the Proxy Statement subject only to the holders of Common Stock in accordance with customary practice after the SEC's review of the Proxy Statement is completed.
(d) The REIT shall, in accordance with customary practice, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting"). One matter presented to the stockholders of the REIT at the Stockholders Meeting for approval shall be the REIT Stockholder Approval. The Board of Directors of the REIT shall, subject to its duties under the Law Section 4.4 and the approval fiduciary duties of the Special Committee, recommend that the stockholders of the REIT vote in favor of the issuance of the REIT Stock at the Stockholders Meeting, and the REIT shall use reasonable best efforts to solicit from its stockholders proxies in favor of such approval. Notwithstanding the foregoing, the Board of Directors of Quincy, recommend to the REIT may decline Quincy Shareholders that they approve the Merger and not take any steps to change or withdraw the Recommendation in a manner adverse to EMC or which would impede the completion of the Merger and will not make or may withdrawa recommendation to Quincy Shareholders not to accept the Merger; and
(d) advise EMC, modify or change its recommendation at any time as reasonably requested, and on a daily basis in each of the last seven Business Days prior to obtaining the REIT Stockholder Approval if the Special Committee determines in good faith (after consultation with its outside counsel) that the failure to take such action would be inconsistent with their duties Quincy Meeting, as to the REIT's stockholders under applicable Lawaggregate tally of the proxies and votes received and dissent notices (if any) in respect of the Quincy Merger Resolution and all other matters to be considered at the Quincy Meeting.
Appears in 1 contract
Proxy Statement; Stockholder Meeting. (a) Reasonably As promptly after as reasonably practicable following the Effective Datedate of this Agreement, the Manager and the REIT Company shall prepare and file the REIT shall file Company Proxy Statement with the Securities and Exchange Commission ("SEC") a proxy statement on Schedule 14A for a meeting of stockholders of the REIT (as amended or supplemented, the "Proxy Statement"). The Manager and the REIT shall include in the Proxy Statement a proposal or proposals for or relating to the approval of the Transactions and the Transaction Documents, including the issuance of the REIT Stock as required by the NYSE Listed Company Manual, and the issuance of shares of common stock to Xxxx Xxxxx, which proposal(s) shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter other than the votes of shares owned of record or beneficially by the Contributors or their respective Affiliates, or by any other stockholder determined to have a material financial interest in the Transactions (the "REIT Stockholder Approval"). The Manager and the REIT shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the federal securities Laws (including the SEC's proxy rules) and of Maryland Law. The Contributors shall furnish all required information concerning themselves, the Manager and their Affiliates to the REIT and provide such other assistance as may be reasonably requested in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or any amendment or supplement thereto, the Manager and the REIT shall provide the Contributors Parent with a reasonable opportunity to review and comment on such proposed filing solely the Company Proxy Statement prior to filing. The Company shall use reasonable best efforts as promptly as reasonably practicable (and after consultation with Parent) to respond to any comments made by the SEC with respect to the REIT Stockholder Approval Company Proxy Statement. The Company shall provide Parent with a reasonable opportunity to review and comment on any information relating responses to comments from the SEC on the Company Proxy Statement or any amendments or supplements to the ContributorsCompany Proxy Statement prior to the filing of such responses, amendments or supplements. The Company shall use reasonable best efforts to cause the Company Proxy Statement (substantially in the form last filed and/or cleared) to be filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act and then to be disseminated to the stockholders of the Company pursuant to the SEC’s rules as promptly as practicable after the latest of (i) confirmation from the SEC that it has no further comments on the Company Proxy Statement, (ii) confirmation from the SEC that the Company Proxy Statement will not to be reviewed or (iii) expiration of the 10-day period after filing in the event the SEC does not review the Company Proxy Statement.
(b) If, at any time prior to the Closing DateEffective Time, the Company or Parent identifies any information should be discovered by the REIT, on the one hand, or the Manager or the Contributors, on the other hand, that should be set forth in an amendment or supplement to the Company Proxy Statement so that the Company Proxy Statement would does not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such discovering this information shall shall, as promptly as reasonably practicable, notify the other party parties to this Agreement and, to the extent required by applicable Law, the Company shall cause an appropriate amendment or supplement describing such information shall this information, as promptly as reasonably practicable, to be promptly filed by the REIT with the SEC and, to the extent required by applicable Law, disseminated by the REIT to the stockholders of the REIT.
(b) The Manager and the REIT shall promptly notify the Contributors 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 the Contributors with copies of all correspondence between the REIT 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. Prior to responding to any comments of the SEC, the Manager and the REIT shall provide the Contributors with reasonable opportunity to review and comment on such proposed response solely with respect to the REIT Stockholder Approval and any information relating to the ContributorsCompany.
(c) The REIT shall mail the Proxy Statement Subject to the holders requirements of Common Stock in accordance with customary practice after the DGCL and the SEC's review , as soon as reasonably practicable following the completion of the Company Proxy Statement is completed.
(d) The REIT shallStatement, in accordance with customary practice, the Company will duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders “Company Stockholder Meeting"). One matter presented to ”) for the stockholders purpose of the REIT at the Stockholders Meeting for approval shall be the REIT Stockholder Approval. The Board of Directors of the REIT shall, subject to its duties under the Law and voting on the approval and adoption of this Agreement and approving the Special Committee, recommend that the stockholders of the REIT vote in favor of the issuance of the REIT Stock at the Stockholders Meeting, and the REIT shall use reasonable best efforts Merger. Subject to solicit from its stockholders proxies in favor of such approval. Notwithstanding the foregoingSection 4.2, the Board of Directors of the REIT may decline Company shall recommend approval and adoption of this Agreement and approval of the Merger by the Company’s stockholders and, subject to make Section 4.2, shall not withdraw or may withdrawmodify, or propose to withdraw or modify or change its recommendation at any time prior in a manner adverse to obtaining Parent, such recommendation. In connection with such meeting, the REIT Company shall (a) use reasonable best efforts to obtain the Company Stockholder Approval if the Special Committee determines in good faith Approval, and (after consultation b) otherwise comply with its outside counsel) that the failure all legal requirements applicable to take such action would be inconsistent with their duties to the REIT's stockholders under applicable Lawmeeting.
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