Proxy Statement. The Company agrees to use its commercially reasonable efforts to prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.
Appears in 2 contracts
Samples: Exchange Agreement (Northern Oil & Gas, Inc.), Exchange Agreement (TRT Holdings Inc)
Proxy Statement. The Except upon a Change of Recommendation, (a) the Company agrees shall take all action necessary in accordance with applicable Law and its articles of incorporation and bylaws and Nasdaq rules to use its commercially reasonable efforts to prepare call, give notice of, convene and file with the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with hold a meeting of holders of the Common Stock Company’s shareholders (including any adjournment or postponement thereof, the “Stockholders Company Shareholders Meeting”) to consider as soon as is reasonably practicable for the NYSE American Approvalpurpose of approving this Agreement and the Merger, the Delaware Charter Approval and such other matters as (b) in connection with the Company Shareholders Meeting, as soon as is reasonably practicable the Company, in its reasonable determination may present at cooperation with Parent, shall prepare and file with the Stockholders Meeting SEC a proxy statement (together with all amendments and supplements thereto, the “Proxy Statement”)) relating to the Merger and this Agreement, solicit the shareholders’ approval of the Agreement and Merger, and furnish the information required to be provided to the shareholders of the Company pursuant to the WBCA and the Exchange Act; provided, that, if upon the date initially fixed for the Company Shareholders Meeting, the conditions set forth in Section 7.1(b) have not been met, the Company may reschedule or adjourn the Company Shareholders Meeting to such later date as the Company, in its reasonable discretion, considers to be more proximate to the probable satisfaction of such conditions; and provided further, that upon Parent’s reasonable request, the Company shall postpone the Company Shareholders Meeting for the purpose of soliciting additional shareholder proxies to be voted at the Company Shareholder Meeting. The Proxy Statement shall comply as Promptly after its preparation and prior to form in all material respects its filing with the applicable provisions of SEC, the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing shall provide a copy of the Proxy Statement, and any amendment to the Proxy Statement and related SEC or Nasdaq filings, to Parent, and Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and related materials, and any proposed amendment or supplement thereto (orthereto, prior to filing, and the Company shall in the case of an amendment, supplement or definitive form of good faith consider such comments for inclusion in the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholderand/or related materials. The Company shall use its commercially reasonable efforts to (A) clear give Parent prompt notice of any comments provided by the SEC with respect to on the Proxy Statement as promptly as reasonably practicable after receipt thereofreceived by the SEC, and (B) mail or otherwise deliver (or cause the Company, in consultation with Parent, shall promptly respond to be mailed or otherwise delivered) SEC comments, if any. So long as the Company’s board of directors shall not have effected a Change of Recommendation, the Proxy Statement to shall include the holders recommendation of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of that the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersCompany’s shareholders approve this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Open Text Corp), Merger Agreement (Captaris Inc)
Proxy Statement. The If required under applicable law, the Company agrees shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Offer, and use its all commercially reasonable efforts to prepare have the Proxy Statement cleared by the SEC. Parent and file with Merger Subsidiary shall promptly furnish to the SEC as soon as practicable a proxy statement to Company all information concerning Parent and Merger Subsidiary that may be sent to holders of the Common Stock required or reasonably requested in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereofaction contemplated by this Section 6.10. Parent, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval Merger Subsidiary and such other matters as the Company shall cooperate with each other in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing preparation of the Proxy Statement or any amendment or supplement thereto (orStatement, in and the case of an amendment, supplement or definitive form Company shall notify Parent of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by of the SEC with respect to the Proxy Statement as and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any Representative of the Company and the SEC. The Company shall give Parent and its counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its commercially reasonable efforts, after consultation with the other parties hereto to respond promptly to all such comments of and requests by the SEC. As promptly as reasonably practicable after receipt thereofthe Proxy Statement has been cleared by the SEC, and (B) the Company shall mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders stockholders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the . The Proxy Statement in preliminary form has been filed with shall include the SEC if recommendation by the SEC has not informed Board of Directors of the Company that it intends the Company's stockholders vote to review approve the Proxy Statement by such 10th calendar day or (y) Merger and this Agreement unless the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board Board of directors Directors of the Company shall not withdraw, qualify has withdrawn or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, modified its recommendation in accordance with the provisions of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersSection 6.03.
Appears in 2 contracts
Samples: Merger Agreement (Brown Tom Inc /De), Agreement and Plan of Merger (Encana Corp)
Proxy Statement. The Promptly after execution and delivery of this Agreement, the Company agrees to use its commercially reasonable efforts to shall prepare and shall file with the SEC as soon as is practicable a proxy statement preliminary Proxy Statement, together with a form of proxy, with respect to be sent to holders the Stockholders' Meeting at which the stockholders of the Common Stock Company will be asked to vote upon and approve this Agreement and the Merger and shall use reasonable efforts to have the Proxy Statement and form of proxy cleared by the SEC as promptly as practicable, and promptly thereafter shall mail the definitive Proxy Statement and form of proxy to stockholders of the Company. The term "PROXY STATEMENT" shall mean such proxy or information statement and all amendments or supplements thereto, if any, similarly filed and mailed. Parent will provide the Company with any information that may be required in order to effectuate the preparation and filing of the Proxy Statement pursuant to this Section 5.1. The Company will provide Parent and its counsel with a reasonable opportunity to review the Proxy Statement prior to its filing. The Company will respond to, and provide Parent and its counsel with a reasonable opportunity to participate in the response of the Company to, any comments from the SEC and will notify Parent promptly upon the receipt of any comments from the SEC in connection with a meeting the filing of, or amendments or supplements to, the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company or Parent, as the case may be, will promptly inform the other of holders such occurrence and cooperate in filing with the SEC and/or mailing to stockholders of the Common Stock (including any adjournment Company such amendment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval supplement. Each of Parent and such other matters as the Company shall cooperate and the Company shall provide Parent (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement and on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Parent with a copy of all such filings made with the SEC. The information provided and to be provided by Parent, Merger Sub and the Company, respectively, for use in its reasonable determination may present at Proxy Statement shall, on the Stockholders date the Proxy Statement is first mailed to the Company's stockholders, on the date of the Stockholders' Meeting (and as of the “Effective Time, not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make such information, in light of the circumstances under which it was provided, not misleading, and the Company, Parent and Merger Sub each agree to correct any information provided by it for use in the Proxy Statement”)Statement which shall have become false or misleading in any material respect. The Proxy Statement shall comply as to form in all material respects with the all applicable provisions requirements of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersfederal securities laws.
Appears in 2 contracts
Samples: Merger Agreement (Probusiness Services Inc), Merger Agreement (Automatic Data Processing Inc)
Proxy Statement. The Company agrees shall prepare and file with the SEC, as soon as practicable after the date hereof, and in no event later than twenty (20) days after the date hereof, a proxy statement (the "Proxy Statement") to be sent to stockholders of the Company in connection with the Company Stockholders' Meeting, and shall use its commercially reasonable commercial efforts to have the Proxy Statement cleared as promptly as practicable by the SEC. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereofis reasonably practicable. Parent, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval Newco and such other matters as the Company shall cooperate with each other in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing preparation of the Proxy Statement, and prior to filing the Proxy Statement or any amendment or supplement thereto (orwith the SEC, in Rogexx & Xellx, XXP, counsel to Parent, shall have approved of the case of an amendment, supplement or definitive form and substance of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear notify Parent of the receipt of any comments provided by of the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofand of any requests by the SEC for any amendment or supplement thereto or for additional information, and (B) mail shall provide to Parent promptly copies of all correspondence between the Company or otherwise deliver (or cause any representative of the Company and the SEC with respect to be mailed or otherwise delivered) the Proxy Statement to Statement. The Company shall give Parent and its counsel the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends opportunity to review the Proxy Statement and all responses to requests for additional information by such 10th calendar day or (y) the 10th calendar day after and replies to comments of the SEC has informed before their being filed with, or sent to, the SEC. Each of the Company, Parent and Newco agrees to use its reasonable commercial efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of Company Common Stock entitled to vote at the Company that it has no further comments on Stockholders' Meeting at the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersearliest practicable time.
Appears in 2 contracts
Samples: Merger Agreement (Targetti Sankey Spa), Merger Agreement (Tivoli Industries Inc)
Proxy Statement. The Company agrees to use its commercially reasonable efforts to shall prepare and file with the SEC as soon promptly as reasonably practicable after the date hereof, a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting preliminary Proxy Statement (the “Preliminary Proxy Statement”). The Proxy Statement shall comply ) relating to the Merger as to form in all material respects with the applicable provisions of required by the Exchange Act and the rules and regulations thereunder. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company willshall obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Preliminary Proxy Statement, shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date and shall use its reasonable best efforts (1subject to Section 5.02) to obtain the necessary approval of the Merger by its stockholders. If, at least five (5) Business Days any time prior to the initial anticipated filing Special Meeting, any information relating to the Company, Parent, Merger Sub, any of their respective Affiliates, this Agreement or the transactions contemplated hereby (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and to the extent required by applicable Law, disseminated to the stockholders of the Company. Except as Section 5.02 expressly permits, the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the stockholders adopt the agreement of merger set forth in this Agreement. The Company shall give Parent reasonable opportunity to review and comment upon the Preliminary Proxy Statement, the Proxy Statement and any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed thereon and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse give due consideration to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation any of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersParent’s comments thereto.
Appears in 2 contracts
Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (American Medical Systems Holdings Inc)
Proxy Statement. The Company agrees to use its commercially reasonable efforts to prepare Company, on the one hand, and file with Parent and Merger Subsidiary, on the SEC as soon as practicable a proxy statement to be sent to holders other hand, shall promptly notify the other of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by of the SEC with respect to the Proxy Statement or any Other Required Company Filing and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement or any Other Required Company Filing. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received in respect of the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable (and in any event no later than five (5) business days) after receipt thereof, and (B) mail the date the SEC staff advises that it has no further comments thereon or otherwise deliver (or cause to be mailed or otherwise delivered) that the Company may commence mailing the Proxy Statement to (the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following “SEC Clearance Date”); provided that on the 10th calendar day after the filing of the preliminary Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed affirmatively notified the Company during such period that it intends to review will or will not be reviewing the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of then the Company shall not withdrawcontact the SEC on such date regarding the preliminary Proxy Statement and if no response is received from the SEC then the second Business Day after such contact will be deemed the SEC Clearance Date. If necessary in order to comply with applicable securities Laws after the Proxy Statement shall have been so disseminated, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone disseminate as soon as practicable amended, supplemental or adjourn the Stockholders Meeting without the consent of the Noteholderssupplemented proxy material, and, if required in connection therewith, re-solicit proxies.
Appears in 2 contracts
Samples: Merger Agreement (SolarWinds, Inc.), Merger Agreement (SolarWinds, Inc.)
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (a) As promptly as practicable after the execution of this Agreement, (i) the Parties shall prepare and Parent shall file with the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection (together with a meeting of holders of the Common Stock (including any adjournment amendments thereof or postponement thereofsupplements thereto, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”)) relating to the meeting of the Parent stockholders (the “Parent Stockholders’ Meeting”) to be held to consider (i) approval of this Agreement and (ii) a reverse split of the Parent Common Stock. The Each of Parent, STT Communications and Pihana shall use commercially reasonable efforts to cause the Proxy Statement to be cleared for mailing as promptly as practicable. Each Party shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the Proxy Statement shall have been cleared for mailing, Parent shall mail or cause to be mailed the Proxy Statement to its stockholders.
(b) Except as provided in this Section 6.01(b), the Proxy Statement shall, subject to the fiduciary duties of the Board of Directors of Parent, include the recommendation of the board of directors of Parent to the stockholders of Parent to vote in favor of the approval of this Agreement (the “Parent Board Recommendation”) and approval of the reverse split of the Parent Common Stock and neither the board of directors of Parent nor any committee thereof shall, subject to the next sentence of this Section 6.01(b), withdraw or modify, or propose or resolve to withdraw or modify, in each case in a manner adverse to Pihana or STT Communications, the Parent Board Recommendation. Prior to the time of the Parent Stockholders’ Meeting, Parent’s board of directors may:
(i) (x) approve or recommend a Superior Proposal (as defined in Section 6.12(d)), or (y) enter into an agreement with respect to a Superior Proposal, in each case at any time after the third business day following STT Communications’ and Pihana’s receipt of written notice from Parent advising STT Communications and Pihana that the board of directors of Parent has received a Superior Proposal which it intends to accept, specifying the material terms and conditions of such Superior Proposal, identifying the person making such Superior Proposal, but only if Parent shall have negotiated in good faith with STT Communications and Pihana to proceed with the transactions contemplated herein on adjusted terms that return at least equivalent value to Parent’s stockholders and debt holders as the Superior Proposal; provided, however, if Parent, STT Communications and Pihana are unable to agree to an acceptable adjustment within such three (3) business day period, Parent shall have no further obligation to negotiate such adjustment.
(ii) withdraw or modify its approval or recommendation in favor of the approval of this Agreement and the transactions contemplated herein if Parent’s board of directors concludes in good faith, after consultation with its outside counsel, that the withdrawal or modification of such recommendation is consistent with Parent’s board of directors’ fiduciary duties (including its duty of candor) to the Parent Stockholders.
(c) No amendment or supplement to the Proxy Statement will be made by any Party without the approval of the other party (such approval not to be unreasonably withheld or delayed). Each Party will advise the other Parties, promptly after it receives notice thereof, of the time the SEC has issued formal comments to the Proxy Statement, of the time at which the Proxy Statement has been cleared for mailing or any supplement or amendment has been filed, of the issuance of any stop order with the Proxy Statement or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.
(d) The information supplied by any Party for inclusion in the Proxy Statement shall not, at (i) any time the Proxy Statement is mailed to the stockholders of Parent, and (ii) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or fail 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. If, at any time prior to the Effective Time, any event or circumstance relating to any Party, or its respective officers or directors, that should be set forth in an amendment or a supplement to the Proxy Statement is discovered by any Party, such Party shall promptly inform each other Party. All documents that Parent is responsible for filing with the SEC in connection with the Combination or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable provisions requirements of the Exchange Securities Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersExchange Act.
Appears in 1 contract
Samples: Combination Agreement (Equinix Inc)
Proxy Statement. The (a) As promptly as practicable after the date of the Agreement, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the SEC as soon as practicable SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock Company's stockholders (including any adjournment or postponement thereof, the “"Stockholders Meeting”") to consider the NYSE American ApprovalMerger (such proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement"). The Company shall as promptly as practicable (i) notify Parent of (A) the receipt of any oral or written comments from the SEC and (B) any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and the SEC or members of its staff with respect to the Proxy Statement. Notwithstanding anything to the contrary in SECTION 6.1(a), prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Delaware Charter Approval Company (i) shall provide Parent a reasonable opportunity to review and comment on such other matters as document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the Company in its reasonable determination may present at SEC prior to receiving the Stockholders Meeting approval of Parent (the “Proxy Statement”which approval shall not be unreasonably withheld or delayed). The Proxy Statement shall comply as contain the recommendation of the Board of Directors in favor of the Merger. Notwithstanding anything herein to form the contrary, if (x) the Company receives a Superior Proposal which was unsolicited and did not otherwise result from a breach of SECTION 5.2 and (y) the Board of Directors has determined (in all material respects good faith after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with the applicable provisions fiduciary duties of the Exchange Act Board of Directors under applicable law, the Board of Directors may, as long as at such time such Takeover Proposal continues to be a Superior Proposal, determine (A) not to make or may withdraw, modify or change, such recommendation (provided that such determination shall not allow the Company to fail to file, mail and clear with the rules SEC the Proxy Statement and regulations thereunderhold the Stockholders Meeting as described herein). The Company willmay, if it has complied with the provisions of SECTION 5.2 and this SECTION 6.1 and if it receives a Takeover Proposal (1which is reasonably likely to result in a Superior Proposal) at least five (5) Business Days prior to which was unsolicited and did not otherwise result from a breach of SECTION 5.2, delay the initial anticipated filing mailing of the Proxy Statement or any amendment or supplement thereto (orthe holding of the Stockholders Meeting, in each case, for such time (not to exceed five Business Days) as is necessary for the case Board of an amendmentDirectors to consider such Takeover Proposal and to determine the effect, supplement or definitive form if any, on its recommendation in favor of the Merger.
(b) Parent and Merger Sub will furnish the Company with such information concerning Parent and Merger Sub and their Subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and Merger Sub and any of their Subsidiaries, to comply with applicable law. The Company, Parent and Merger Sub agree to cooperate in making any preliminary filings of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement SEC, as promptly as reasonably practicable after receipt thereofpracticable, and (B) mail or otherwise deliver (or cause pursuant to be mailed or otherwise delivered) Rule 14a-6 under the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersExchange Act.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (a) As promptly as reasonably practicable after the date of this Agreement, Parent will prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders containing the information specified in Schedule 14A of the Common Stock in connection Exchange Act with a meeting of holders of respect to the Common Stock (including any adjournment or postponement thereofTransactions and, to the extent required, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting Designated Directors (the “Proxy Statement”)) in preliminary form. The Parent shall as promptly as reasonably practicable notify the Company of the receipt of any oral or written comments from the SEC relating to the Proxy Statement shall comply as and any request by the SEC for any amendment to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any for additional information. Parent shall use reasonable best efforts to cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto (orthereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and the Parties will provide each other with copies of all such filings made and correspondence with the SEC. Except in the case of an amendmenta Change in Recommendation pursuant to Section 7.07(d), supplement or definitive form of the Parent Board Recommendation shall be included in the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) . Parent will use its commercially reasonable best efforts to address in each such document prior respond promptly to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided made by the SEC with respect to the Proxy Statement. Parent will cause the Proxy Statement to be transmitted to the Parent Stockholders as promptly as reasonably practicable.
(b) The Company acknowledges that a substantial portion of the Proxy Statement shall include disclosure regarding the Company and its Subsidiaries. Accordingly, the Company will, as promptly as reasonably practicable after receipt thereofthe date of this Agreement, use its reasonable best efforts to provide Parent with all information concerning the operations and business of the Company and its Subsidiaries and their respective management and operations and financial condition, in each case, required or reasonably requested by Parent to be included in the Proxy Statement, including (i) the required financial statements of the Company and its Subsidiaries prepared in accordance with SEC Guidance, including the requirements of Regulation S-X and a related consent from the Company’s independent public accountants, (ii) required selected financial data of the Company and its Subsidiaries required by Item 301 of Regulation S-K, and (Biii) mail or otherwise deliver (or cause required management’s discussion & analysis for the periods required under applicable SEC Guidance. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to be mailed or otherwise delivered) cooperate with Parent in connection with the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with SEC Guidance, including the requirements of Regulation S-X. The Company shall use reasonable best efforts to make the holders managers, directors, officers and employees of the Company’s Common Stock promptly afterCompany and its Subsidiaries available to Parent and its counsel (and other Representatives engaged in connection with the preparation of the Proxy Statement) in connection with the drafting of the Proxy Statement, as reasonably requested by Parent, and responding in a timely manner to comments on the Proxy Statement and such other filings from the SEC.
(c) Parent will take, in accordance with applicable Law, NASDAQ rules and the Organizational Documents of Parent, all action necessary to call, hold and convene an extraordinary general meeting of Parent (including any permitted adjournment) (the Stockholders Meeting for “Parent Special Meeting”) to consider and vote upon the purposes Parent Stockholder Proposals as promptly as practicable after the filing of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary definitive form with the SEC. Once the Parent Special Meeting to consider and vote upon the Parent Stockholder Proposals has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement called and noticed, except as required by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdrawLaw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall Parent will not postpone or adjourn the Stockholders Parent Special Meeting without the consent of the NoteholdersCompany (which consent will not be unreasonably withheld, conditioned or delayed) other than (i) for the absence of a quorum, or (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that Parent has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated to and reviewed by the Parent Stockholders prior to the Parent Special Meeting, or (iii) an adjournment or postponement to solicit additional proxies from the Parent Stockholders to the extent Parent has determined in good faith that such adjournment or postponement is reasonably necessary to obtain the approval of the Parent Stockholder Proposals, provided that, in the case of an postponement or adjournment in accordance with clause (i), (ii) or (iii), above, such postponement or adjournment (A) may be no more than ten (10) Business Days from the original date of the Parent Special Meeting and (B) for the avoidance of doubt shall not require the consent of the Company. Subject to Section 7.07(d), following delivery of the Proxy Statement to the Parent Stockholders, Parent will use reasonable best efforts to solicit approval of the Parent Stockholders Proposals by the Parent Stockholders.
(d) Subject to this Section 7.07(d), the Parent Board will recommend that the Parent Stockholders approve the Parent Stockholder Proposals (the “Parent Board Recommendation”). Notwithstanding the foregoing, at any time prior to obtaining approval of the Parent Stockholder Proposals, the Parent Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Parent Board Recommendation (any such action a “Change in Recommendation”) if the Parent Board shall have concluded in good faith, after consultation with its outside legal advisors and financial advisors, that a Change in Recommendation is required under applicable Law. Parent agrees that, unless the Agreement is terminated in accordance with its terms, its obligation to establish a record date for, duly call, give notice of, convene and hold the Parent Special Meeting for the purpose of voting on the Parent Stockholder Proposals shall not be affected by any Change in Recommendation, and Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Special Meeting and submit for the approval of the Parent Stockholders the matters contemplated by the Proxy Statement, regardless of whether or not there shall be any Change in Recommendation.
(e) If at any time prior to the Closing Date, any event, circumstance or information relating to Parent or the Company, the Company or its Subsidiaries or any of their respective Affiliates, officers or directors or other Representatives should be discovered by Parent or the Company, as applicable, that in the reasonable judgment of Parent should be set forth in an amendment or supplement to the Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties, and an appropriate amendment or supplement describing such information shall be filed as promptly as reasonably practicable with the SEC by Parent and disseminated to the holders of the Parent Common Stock; provided that no information received by Parent pursuant to this Section 7.07(e) shall be deemed to change, supplement or amend the Company Disclosure Letter.
(f) Subject to this Section 7.07, Parent shall use reasonable best efforts to complete the Offer as promptly as practicable and shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement. Parent shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, NASDAQ or the respective staff thereof that is applicable to the Offer. Nothing in this Section 7.07(f) shall (i) impose any obligation on Parent to extend the Offer beyond the Outside Date, or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement in accordance its terms.
Appears in 1 contract
Samples: Merger Agreement (Vesper Healthcare Acquisition Corp.)
Proxy Statement. The (i) As promptly as practicable after the date of this Agreement, but in no event more than twelve (12) Business Days following the date of this Agreement, the Company agrees to use its commercially reasonable efforts to shall prepare and file shall cause to be filed with the SEC as soon as practicable a preliminary proxy statement relating to the matters to be sent submitted to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present shareholders at the Stockholders Company Shareholders Meeting (such proxy statement and any amendments or supplements thereto, the “Proxy Statement”).
(ii) The Company shall use reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after its initial filing and to mail the Proxy Statement to its shareholders as promptly as practicable thereafter. The Company shall, as promptly as reasonably practicable after receipt thereof, provide Parent with copies of any written comments received 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. The Company will supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement and the Company and its counsel shall keep Parent and its counsel reasonably informed of all communications with the SEC and its staff (including all meetings and telephone conferences) with respect to the Proxy Statement or the transactions contemplated by this Agreement. Prior to filing or mailing the Proxy Statement or any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on any such document or response and shall consider Parent’s comments in good faith.
(iii) The Company shall insure that none of the information set forth or incorporated by reference in the Proxy Statement will, at the date of mailing to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, 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. The Company agrees that the Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations of the SEC thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement.
(iv) The Company shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder. The Company will, (1) If at least five (5) Business Days any time prior to the initial anticipated filing Effective Time, any information relating to either of the parties, or their respective affiliates, officers or directors should be discovered by either party which should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and the Company shall promptly prepare and file with the SEC an appropriate amendment or supplement thereto describing such information, and, to the extent required by Law, the Company shall cause such amendment or supplement to be disseminated to the shareholders of the Company and, if required in connection therewith, proxies shall be re-solicited with respect thereto.
(orv) The Company, in the case of an amendmentconnection with a Change in Company Recommendation, may amend or supplement or definitive form of the Proxy Statement to effect or reflect such change without Parent’s approval, by an amendment or supplement which effects or reflects a Change in Company Recommendation; provided further that does not materially differ from prior to amending or supplementing the previously provided Proxy Statement, as far in advance as it has complied with Section 5.4 of this Agreement and such amendment or supplement is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts limited to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofa Change in Company Recommendation, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) a discussion of the Proxy Statement to the holders reasons of the Company’s Common Stock promptly after, Board of Directors for making such Change in Company Recommendation and hold (C) background information regarding the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors deliberations and conclusions of the Company shall not withdraw, qualify or modify in a manner adverse Company’s Board of Directors relating to the Noteholders, Change in Company Recommendation or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersother factual information reasonably related thereto.
Appears in 1 contract
Proxy Statement. The Company agrees (a) Within 270 days after the Effective Time, Parent shall, if Redeemable Preferred is issued pursuant to use its commercially reasonable efforts to prepare and Section 3.01, file with the SEC as soon as practicable a proxy statement relating to be sent to holders of the Common Stock in connection with a meeting of holders stockholders of Parent regarding the conversion of such Redeemable Preferred into Parent Common Stock (including any adjournment or postponement thereofthe "Parent Stockholders' Meeting"), the “Stockholders Meeting”) such Parent Stockholders' Meeting to be held to consider the NYSE American Approvalapproval of the conversion of the Redeemable Preferred into Parent Common Stock as provided in the terms and provisions governing the Redeemable Preferred (the "Proposal") (together with any amendments thereto, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “"Proxy Statement”"). .
(b) The Proxy Statement shall comply as to form in all material respects with include the applicable provisions recommendation of the Exchange Act and board of directors of Parent to Parent's stockholders that they vote in favor of approval the rules and regulations thereunder. The Proposal.
(c) None of the information supplied by the Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto (orshall, in at the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so respective times filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days other regulatory agency and at the date it or any amendments or supplements thereto are mailed to stockholders of receipt Parent in connection with the Parent Stockholders' Meeting, if any, and at the time of such copies the Parent Stockholders' Meeting, if any, and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect that should be set forth in an amendment or a supplement to the Proxy Statement as promptly as reasonably practicable after receipt thereofStatement, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholderspromptly inform Parent.
Appears in 1 contract
Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, the Company agrees to use its commercially reasonable efforts to shall, in consultation with Parent and Merger Sub, prepare and the Company shall file with the SEC as soon as practicable a the proxy statement to be sent to holders of the Common Stock in connection Company (together with a meeting of holders of the Common Stock (including any adjournment amendment or postponement thereofsupplements thereto, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”)) relating to the special meeting of the Company’s shareholders (the “Company Shareholders Meeting”) to be held to consider approval and adoption of this Agreement and the Merger and shall use reasonable best efforts to cause the Proxy Statement to be filed with the SEC within 30 days of the date hereof. The Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. (“NASD”). Parent or the Company, as the case may be, shall furnish all information concerning itself that is required to be included in the Proxy Statement and any other filings required to be made with he SEC in connection within this Agreement and the transactions contemplated hereby (the “Other Filings”). As promptly as practicable after the Company is notified that the SEC has no further comments to the Proxy Statement, the Proxy Statement shall be mailed to the shareholders of the Company as of the record date established for the Company Shareholders Meeting. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable provisions requirements of Law, including (i) the Exchange Act Act, including Sections 14 thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations thereunder. of the NASD and (iv) the NJBCA.
(b) The Proxy Statement shall include the recommendation of the Board of Directors of the Company willto the shareholders of the Company that they vote in favor of the adoption of this Agreement and the Merger; provided, (1) however, that subject to Section 7.5(b), the Board of Directors of the Company may, at least five (5) Business Days any time prior to the initial anticipated filing Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company makes an Adverse Recommendation Change in accordance with Section 5.7. In addition, the Proxy Statement and the Proxy Materials will include a copy of the Merger Agreement and the written opinion of the Company Financial Advisor referred to in Section 3.19.
(c) No amendment or supplement to the Proxy Statement will be made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Parent and the Company will (i) advise the other, promptly after it receives notice thereof, or of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or any amendment comments thereon and responses thereto or supplement thereto requests by the SEC for additional information and (orii) provide the other with copies of all filings made with the SEC and all correspondence (including comment letters) between the Company and the SEC with respect to the Proxy Statement. The Company, Parent and Merger Sub shall cooperate and consult with each other in the case of an amendment, supplement or definitive form preparation of the Proxy Statement that does not materially differ from and the previously provided Proxy StatementCompany will provide Parent and Merger Sub a reasonable opportunity for review and comment on the draft proxy statement (including each amendment or supplement thereto) and the Other Filings. The Company, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed Parent and (2) Merger Sub shall use its commercially their reasonable best efforts to address in each such document prior to being so filed with the SEC such resolve all comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by from the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofpracticable.
(d) The information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Materials (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Company, (ii) the time of the Company Shareholders’ Meeting, and (Biii) mail the Effective Time, contain any untrue statement of a material fact or otherwise deliver (or cause fail to state any material fact required to be mailed or otherwise delivered) stated in the Proxy Statement or necessary in order to make the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in preliminary form has been filed an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merger Sub. All documents that the Company is responsible for filing with the SEC if in connection with the SEC has not informed transactions contemplated hereby will comply as to form and substance in all material respects with the Company that it intends to review applicable requirements of the NJBCA, the Securities Act and the Exchange Act.
(e) The information supplied by Parent for inclusion in the Proxy Statement by such 10th calendar day or shall not, at (yi) the 10th calendar day after time the SEC has informed Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the shareholders the Company, (ii) the time of the Company Shareholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any subsidiary of Parent, or their respective officers or directors, should be discovered by Parent that it has no further comments on should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company. The board of directors All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the Company NJBCA, the Securities Act and the Exchange Act.
(f) The information supplied by any party for inclusion in another party’s Other Filing will be true and correct in all material respects and shall not withdraw, qualify fail to state any material fact required to be stated in the Other Filing or modify necessary in a manner adverse order to make the Noteholders, or publicly propose to withdraw, qualify or modify statements in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall Other Filing not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersmisleading.
Appears in 1 contract
Proxy Statement. The Company agrees to Company, in consultation with the Purchasers, shall use its all commercially reasonable efforts to prepare and file with the SEC Commission, as promptly as practicable after the date hereof, preliminary proxy materials with respect to a meeting of the stockholders (the “Annual Meeting”) for the purpose of approving the issuance and sale of the Purchased Securities hereunder and all transactions contemplated by this Agreement; provided, however, that, prior to filing any such preliminary proxy materials with the Commission, the Company shall afford the Purchasers reasonable opportunity (which shall not be less than two (2) Business Days) to review and comment on any such preliminary proxy materials; and provided, further, that the Company shall not file any preliminary proxy materials to which the Purchasers reasonably object. Thereafter, the Company, in consultation with the Purchasers, shall promptly file with the Commission the definitive proxy statement and, acting through the Board, (i) call an Annual Meeting to be held as soon as reasonably practicable a after the date hereof and in no event later than 45 days after the earlier of (a) receiving notification that the Commission is not reviewing the preliminary proxy materials and (b) the conclusion of any Commission review of the preliminary proxy materials, for the purpose of voting upon the approval of the sale of Purchased Securities hereunder and all transactions contemplated by this Agreement and (ii) subject to Section 5.07(e) hereof, include in the proxy statement to be sent to the recommendation of the Board that holders of the Common Stock approve the Company Proposals; and provided, however, that, prior to filing any such definitive proxy statement with the Commission, the Company shall afford the Purchasers reasonable opportunity (which shall not be less than two (2) Business Days) to review and comment on any change reflected in connection with a meeting such definitive proxy statement; provided, further, that the Company shall not file any definitive proxy statement to which the Purchasers reasonably objected. Neither prior to nor at the Annual Meeting shall the Company put forth any matter, other than those matters relating to transactions expressly contemplated by this Agreement and the election of directors, to the holders of the Common Stock for their approval without the prior written consent of Advent.
(including any adjournment or postponement thereofa) Each of the Company, on the “Stockholders Meeting”) one hand, and each of the Purchasers, severally and not jointly, on the other hand, hereby agrees that the information provided and to consider be provided by it specifically for use in the NYSE American Approvalpreliminary proxy material and the definitive proxy statement shall not, on the Delaware Charter Approval and such other matters as date upon which the definitive proxy statement is mailed to the stockholders of the Company or on the date of the Annual Meeting contemplated by this Agreement contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in its reasonable determination may present at order to make the Stockholders Meeting (statements therein, in light of the “Proxy Statement”)circumstances under which they were made, not misleading. The Proxy Statement Company and each of the Purchasers agrees to correct promptly any such information provided by it that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the Commission any amendment or supplement to the definitive proxy statement so as to correct the same and to cause such definitive proxy statement as so corrected to be disseminated to the Company’s stockholders to the extent required by applicable law.
(b) Any proxy solicitation materials prepared and filed by the Company with the Commission and/or delivered to the Company’s stockholders pursuant to this Section 6.04, including the preliminary proxy materials and definitive proxy statement to be filed in accordance with this Section 6.04, shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersAct.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mti Technology Corp)
Proxy Statement. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC. The Company agrees to shall use its commercially reasonable best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC with respect thereto as soon as practicable after receipt of any such comments or requests and (ii) cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following the date of this Agreement. The Company shall promptly (A) notify Parent upon the receipt of any such comments or requests and (B) provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand, with respect to the Proxy Statement. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, (x) the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) the Company shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent and (z) to the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the transactions contemplated hereby. Subject to Section 5.2(d), the Proxy Statement shall include the Company Recommendation and a copy of the written opinions of the Company Financial Advisors referred to in Section 3.23.
(b) If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered by Parent or the Company, that should be set forth in an amendment of or a supplement to the Proxy Statement, the party which discovers such information shall promptly notify the other parties hereto, and the Company shall, in accordance with the procedures set forth in Section 5.9(a), prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance soon thereafter as is reasonably practicable in the circumstances), furnish and to the Noteholders copies of extent required by applicable Law, cause such documents proposed amendment or supplement to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect distributed to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders stockholders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.
Appears in 1 contract
Samples: Merger Agreement (Bha Group Inc)
Proxy Statement. The (i) As promptly as reasonably practicable following the execution and delivery of this Agreement, Acquiror shall, in accordance with this Section 8.02(a), and each Company agrees Party will reasonably cooperate (including causing each of their Subsidiaries and Representatives to use reasonably cooperate) with Acquiror, and provide to Acquiror all information regarding such Company Party, its commercially reasonable efforts Affiliates and its business that is necessary therefor, to prepare and file with the SEC as soon as practicable SEC, in preliminary form, a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting Transactions (the “Proxy Statement”) to be sent to the stockholders of Acquiror in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Common Stock by tendering such shares for redemption not later than two Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Common Stock to vote at the Special Meeting, as may be adjourned or postponed, in favor of the Acquiror Stockholder Matters. Without the prior written consent of the Company Parties, the Acquiror Stockholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror’s stockholders at the Special Meeting, as adjourned or postponed. The Proxy Statement shall will comply as to form in all material respects and substance with the applicable provisions requirements of the Exchange Act SEC and the rules and regulations thereunderthereunder and remain effective as long as is necessary to consummate the Transactions. The Company willAcquiror shall (I) file the definitive Proxy Statement with the SEC and (II) cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the Acquiror Board in accordance with Section 8.02(b), as promptly as practicable (1) at least but in no event less than five (5) Business Days prior except as otherwise required by applicable Law) following the earlier to occur of: (x) if the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (y) if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”). XxxxxXxxxxxx.xxx, Xxxxxxxxxxxx.xxx and Acquiror will equally split the filing fees in connection with the Proxy Statement when due, and the actual amounts of such fees paid by Acquiror shall be deemed Acquiror Transaction Expenses, the actual amount of such fees paid by XxxxxXxxxxxx.xxx shall be deemed XxxxxXxxxxxx.xxx Transaction Expenses, and the actual amount of such fees paid by Xxxxxxxxxxxx.xxx shall be deemed Xxxxxxxxxxxx.xxx Transaction Expenses.
(ii) Prior to filing with the SEC, Acquiror will make available to the initial anticipated filing Company Parties and their respective counsel drafts of the Proxy Statement or and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement thereto to the Proxy Statement or such other document and will provide the Company Parties and their respective counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC without the prior consent of the Company Parties (orsuch consent not to be unreasonably withheld, conditioned or delayed). Acquiror will advise the Company Parties promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) if the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the case Exchange Act; (C) if the preliminary Proxy Statement is reviewed by the SEC, receipt of an amendment, oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or definitive form amendment to the Proxy Statement; (E) any request by the SEC for amendment of the Proxy Statement that does not materially differ Statement; (F) any comments from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish SEC relating to the Noteholders copies of such documents proposed to be filed Proxy Statement and responses thereto; (G) requests by the SEC for additional information; and (2H) use its commercially reasonable efforts the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction or of the initiation or written threat of any proceeding for any such purpose. Acquiror shall respond to address in each such document prior to being so filed with any SEC comments on the SEC such comments Proxy Statement as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company promptly as practicable and shall use its commercially reasonable efforts to (A) clear any comments provided have the Proxy Statement/Prospectus cleared by the SEC under the Exchange Act as promptly as practicable; provided, that prior to responding to any requests or comments from the SEC, Acquiror will make available to the Company Parties and their respective counsel drafts of any such response and provide the Company Parties and their respective counsel with a reasonable opportunity to comment on such drafts.
(iii) If, at any time prior to the Special Meeting, there shall be discovered any information 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Acquiror shall promptly file an amendment or supplement to the Proxy Statement containing such information. Each Company Party will provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, a Company Party discovers any information, event or circumstance relating to such Company Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such Company Party shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies.
(iv) Acquiror shall make all necessary filings with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofTransactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, any rules and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersregulations thereunder.
Appears in 1 contract
Proxy Statement. The As soon as practicable after the Acceptance Date, unless the Merger is consummated in accordance with Section 253 of the DGCL, the Company agrees to use its commercially reasonable efforts to shall prepare and the Proxy Statement, file it with the SEC as soon as practicable a proxy statement under the Exchange Act, and use all reasonable best efforts to have the Proxy Statement cleared by the SEC. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Merger Subsidiary that may be sent to holders of the Common Stock required or reasonably requested in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereofaction contemplated by this Section 6.9. Parent, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval Merger Subsidiary and such other matters as the Company shall cooperate with each other in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing preparation of the Proxy Statement or any amendment or supplement thereto (orStatement, in and the case of an amendment, supplement or definitive form Company shall notify Parent of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by of the SEC with respect to the Proxy Statement as and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any Representative of the Company and the SEC. The Company shall give Parent and its counsel a reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto to respond promptly to all such comments of and requests by the SEC. As promptly as reasonably practicable after receipt thereofthe Proxy Statement has been cleared by the SEC, and (B) the Company shall mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders stockholders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the . The Proxy Statement in preliminary form has been filed with shall include the SEC if recommendation by the SEC has not informed Board of Directors of the Company that it intends the Company’s stockholders vote to review approve the Proxy Statement by such 10th calendar day or (y) Merger and this Agreement unless the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board Board of directors Directors of the Company shall not withdraw, qualify has withdrawn or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, modified its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersin accordance with Section 6.3.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (a) As promptly as practicable after the date hereof, Investor shall prepare and file with the SEC as soon as practicable a proxy statement (as amended or supplemented from time to be sent time, the “Proxy Statement”) for the purpose of soliciting proxies from Investor’s stockholders to obtain the Investor Stockholder Approval at the Investor Stockholder Meeting and providing holders of the Class A Common Stock the opportunity to have their shares of Class A Common Stock redeemed in connection with a meeting of holders the stockholder vote on the Required Approval Matters in accordance with Investor Charter, Applicable Law, and any applicable rules and regulations of the Common Stock SEC and Nasdaq. In the Proxy Statement, Investor shall seek approval of the following matters (including any adjournment or postponement thereof, the “Stockholders MeetingRequired Approval Matters”): (1) to consider approval of this Agreement and the NYSE American ApprovalTransactions, (2) approval of the Delaware Charter Approval Amended and Restated Certificate of Incorporation, (3) such other matters as the Company and Investor mutually determine to be necessary or appropriate to effect the Transactions and (4) the adjournment of the Investor Stockholder Meeting, if necessary or desirable in its the reasonable determination of Investor. As promptly as practicable after approval of the Proxy Statement by the SEC (but in any event, within three (3) Business Days), Investor shall commence mailing the Proxy Statement to its stockholders and, as promptly as practicable thereafter, Investor shall use commercially reasonable efforts to hold the Investor Stockholder Meeting and to solicit from each of Investor’s stockholders a proxy or vote in favor of proposals to approve the Required Approval Matters.
(b) The Company and the Founder Members shall promptly provide to Investor all information concerning the Company Entities and the Founder Members that may present at be required by Applicable Law or Nasdaq or reasonably requested by Investor for inclusion in the Stockholders Meeting Proxy Statement or in response to any comments of the SEC or its staff with respect to the Proxy Statement or any other supplements, amendments or proxy soliciting materials (collectively, the “Proxy StatementDocuments”). The Investor shall provide drafts of the Proxy Statement to the Company within a reasonable time prior to filing for review and comment by the Company, and Investor shall consider in good faith any comments of the Company. All information provided by the Company, the Founder Members or Investor for inclusion in the Proxy Statement or Proxy Documents shall not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Closing, a party hereto discovers that any such information contains a misstatement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such party shall promptly notify the other parties hereto and, to the extent required by Applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC by Investor and disseminated to the stockholders of Investor; provided, however, that no information received by any party hereto pursuant to this Section 6.05(b) shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Disclosure Schedule or Investor Disclosure Schedule.
(c) No amendment or supplement to the Proxy Statement will be made by Investor without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (provided that such approval shall not be required for any amendment or supplement that is required by the SEC or Applicable Law), and Investor shall promptly transmit any such amendment or supplement to its stockholders, if at any time prior to the Investor Stockholder Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement. Investor will advise the Company promptly after the Proxy Statement has been approved by the SEC or any supplement or amendment has been filed, or the issuance of any stop order, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.
(d) When filed, the Proxy Statement and Proxy Documents shall comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersNasdaq.
Appears in 1 contract
Samples: Investment Agreement (Hf2 Financial Management Inc.)
Proxy Statement. The Company agrees (a) As promptly as practicable after the receipt by Barington of the Audited Financial Statements pursuant to use its commercially reasonable efforts to Section 6.15(a), Barington shall prepare and file with the SEC as soon as practicable a the proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment as amended or postponement thereofsupplemented, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”) to be sent to the stockholders of Barington relating to the meeting of Barington’s stockholders (the “Barington Stockholders’ Meeting”) to be held to consider approval and adoption of (1) this Agreement and the Merger, (2) the amendments to the Barington Certificate of Incorporation contemplated by this Agreement, (3) the 2017 Equity Incentive Plan, (4) an adjournment proposal, if necessary, to adjourn the Barington Stockholders Meeting if, based on the tabulated vote count, Barington is not authorized to proceed with the Merger, and (5) any other proposals the parties deem necessary to effectuate the Merger. Barington and the Company shall cooperate with each other in the preparation of the Proxy Statement and any amendment or supplement thereto. The Company shall promptly furnish all information concerning the Company as Barington may reasonably request in connection with such actions and the preparation of the Proxy Statement. As soon as reasonably practicable after approval thereof by the SEC, Barington shall mail the Proxy Statement to its stockholders.
(b) Each of the Company and Barington shall furnish to the other all information concerning its respective company and business as may reasonably be requested in connection with the preparation of the Proxy Statement, including providing the Company with (i) updates with respect to the tabulated vote counts received by Barington, (ii) the right to demand postponement or adjournment of the Barington Stockholders Meeting if, based on the tabulated vote count, Barington will not receive the required approval of the Barington stockholders authorized necessary to proceed with the Merger, and (iii) the right to review and comment on all communications sent to or received from Barington stockholders and/or proxy solicitation firms.
(c) No amendment or supplement to the Proxy Statement will be made by Barington without the approval of the Company (such approval not to be unreasonably withheld, delayed or conditioned). The Barington will advise the Company promptly after it receives notice thereof, of the time when any supplement or amendment has been filed, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If, at any time prior to the Effective Time, any information relating to the Company or Barington, or any of their respective affiliates, officers or directors should be discovered by the Company or Barington that should be set forth in an amendment or supplement to the Proxy Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party hereto that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company and Barington. Barington shall promptly provide to the Company copies of all correspondence between the SEC and Barington or any of its Representatives with respect to the Proxy Statement. At a reasonable time prior to the filing, issuance or other submission or public disclosure of the Proxy Statement or any amendment thereto, the Company shall be given an opportunity to review and comment upon such filing, issuance or submission and give its consent to the form thereof, such consent not to be unreasonably withheld, conditioned or delayed.
(d) Barington represents that the information supplied by Barington for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Barington, (ii) the time of the Barington Stockholders’ Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail 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. All documents that Barington is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects aspects with the applicable provisions requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. .
(e) The Company will, (1) at least five (5) Business Days prior to represents that the initial anticipated filing of information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto thereto) is first mailed to the stockholders of Barington, (or, in ii) the case of an amendment, supplement or definitive form time of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofBarington Stockholders’ Meeting, and (Biii) mail the Effective Time, contain any untrue statement of a material fact or otherwise deliver (or cause fail to state any material fact required to be mailed stated therein or otherwise delivered) necessary in order to make the Proxy Statement to the holders statements therein, in light of the Company’s Common Stock promptly aftercircumstances under which they were made, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersmisleading.
Appears in 1 contract
Samples: Merger Agreement (Barington/Hilco Acquisition Corp.)
Proxy Statement. (a) As promptly as practicable after the date hereof, Parent shall prepare, with the reasonable assistance of the Company, and (provided, that the Company has provided to Parent all of the information described in Section 5.20(e) hereof, including such financial statements and other information of the Company and its Subsidiaries to be delivered to Parent by the Company or its auditors and required to be included in the Proxy Statement) file with the SEC, in preliminary form, a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from holders of Parent Common Stock for the matters to be acted upon at the Parent Special Meeting and providing the holders of Parent Common Stock with instructions regarding the opportunity to have their Parent Common Stock redeemed (the “Redemption”).
(b) The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Parent stockholders to vote, at an extraordinary general meeting of Parent stockholders to be called and held for such purpose (the “Parent Special Meeting”), in favor of resolutions approving (i) the approval of this Agreement and the transactions contemplated hereby, including the Mergers, (ii) the approval of the issuance of the Share Consideration, (iii) the adoption and approval of the Amended Parent Charter, (iv) the adoption and approval of a new equity incentive plan, in the form attached hereto as Exhibit L, with such changes thereto as Parent and the Company may mutually agree (the “Parent Equity Incentive Plan”), (v) the appointment, and designation of classes, of the members of the Post-Closing Board, and appointment of the members of any committees thereof, in each case in accordance with hereof, (vi) such other matters as the Company and Parent shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (vi), collectively, the “Required Approval Matters”), and (vii) the adjournment of the Parent Special Meeting, if necessary or desirable in the reasonable determination of Parent. If on the date for which the Parent Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares to obtain the Required Approval Matters, whether or not a quorum is present, Parent may make one or more successive postponements or adjournments of the Parent Special Meeting.
(c) In connection with the Proxy Statement, Parent will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in Parent’s organizational documents, the Company Charter Documents, the CGCL, the DGCL and the rules and regulations of the SEC and Nasdaq. Parent and the Company shall provide the respective counsel of the other party with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC.
(d) The Company agrees acknowledges that a substantial portion of the Proxy Statement will include disclosure regarding the Company, its officers, directors and stockholders, and its business, management, operations and financial condition. Accordingly, the Company shall provide Parent with such information concerning the Company, the Subsidiaries and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto or any other statement, filing, notice or application required to be made by or on behalf of Parent to the SEC or Nasdaq in connection with the transactions contemplated hereby.
(e) Each of Parent and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Proxy Statement, the Parent Special Meeting, the Redemption and the Company Special Meeting, to have the Proxy Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Proxy Statement effective as long as is necessary to consummate the transactions contemplated hereby. Each of Parent and the Company shall, and shall cause each Subsidiary to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and Parent in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. Parent shall amend or supplement the Proxy Statement and cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Parent stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s organizational documents.
(f) If applicable, the Parent and the Company, with the assistance of the other parties, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use its commercially reasonable efforts to prepare and file with cause the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall to comply as to form in all material respects and substance with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder. The Company willEach party shall provide the other party with copies of any written comments, (1) at least five (5) Business Days prior to and shall inform the initial anticipated filing other party of the Proxy Statement any material oral comments, that such party or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ its Representatives receive from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC staff with respect to the Proxy Statement as Statement, the Parent Special Meeting, the Redemption and the Company Special Meeting promptly as reasonably practicable after the receipt thereof, of such comments and shall give the other party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(Bg) mail or otherwise deliver (or Parent will cause to be mailed or otherwise delivered) the definitive Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been be filed with the SEC if and to be distributed to Parent’s stockholders and, pursuant thereto, Parent shall call the Parent Special Meeting in accordance with the DGCL for a date as promptly as practicable, but in no event later than 45 days of (i) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, or (ii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of review by the SEC has not informed (the Company that it intends to review the “Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersEffectiveness”).
Appears in 1 contract
Samples: Merger Agreement (ChaSerg Technology Acquisition Corp)
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (i) As promptly as practicable following the execution and delivery of this Agreement, SPAC shall cause New Starship to, in accordance with this Section 7.1(a), prepare and file (A) a registration statement (as such filing is amended or supplemented, the “Registration Statement”), including a proxy statement of New Starship, on Form S-4 with the SEC (as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment such filing is amended or postponement thereofsupplemented, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”), for the purposes of (I) registering under the Securities Act the New Starship Common Stock to be issued in connection with the transactions contemplated hereby (including the Earn-Out Shares) (together, the “Registration Shares”), (II) providing SPAC’s stockholders with notice of the opportunity to redeem shares of SPAC Class A Stock (the “SPAC Stockholder Redemption”), and (III) soliciting proxies from holders of SPAC Class A Stock to vote at the Special Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the issuance of shares of New Starship Common Stock in connection with Article II; and (3) any other proposals the Parties deem necessary or desirable to consummate the Transactions and the Domestication (collectively, the “SPAC Stockholder Matters”). Without the prior written consent of the Company (each such consent not to be unreasonably withheld, conditioned or delayed), the SPAC Stockholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by the SPAC’s stockholders at the Special Meeting. The Registration Statement and the Proxy Statement shall will comply as to form in all material respects and substance with the applicable provisions requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to SPAC shall file the initial anticipated filing of definitive Proxy Statement with the SEC and cause the Proxy Statement or to be mailed to its stockholders of record, as of the record date to be established by the board of directors of SPAC, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”).
(ii) Prior to filing with the SEC, SPAC will cause New Starship to make available to the Company drafts of the Registration Statement and any other documents to be filed with the SEC that relate to the Transactions, both preliminary and final, and any amendment or supplement thereto to the Registration Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. New Starship shall not file any such documents with the SEC without the prior written consent of the Company (orsuch consent not to be unreasonably withheld, in conditioned or delayed). New Starship will advise the case Company promptly after it receives notice thereof, of: (A) the time when the Registration Statement has been filed; (B) the effectiveness of an amendment, the Registration Statement; (C) the filing of any supplement or definitive form amendment to the Registration Statement; (D) the issuance of any stop order by the SEC; (E) any request by the SEC for amendment of the Proxy Statement that does not materially differ Registration Statement; (F) any comments from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish SEC relating to the Noteholders copies of such documents proposed to be filed Registration Statement and responses thereto; and (2G) requests by the SEC for additional information relating to the Registration Statement. New Starship shall promptly respond to any SEC comments on the Registration Statement and shall use its commercially reasonable efforts to address have the Registration Statement cleared by the SEC under the Securities Act as promptly as practicable; provided that prior to responding to any requests or comments from the SEC, New Starship will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts.
(iii) If, at any time prior to the Special Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, New Starship shall promptly file an amendment or supplement to the Registration Statement containing such information. If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform New Starship of such information, event or circumstance.
(iv) New Starship or SPAC, as applicable, shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Company agrees to use commercially reasonable efforts to promptly provide New Starship with all information in its possession concerning the business, management, operations and financial condition of the Company and the Company Subsidiaries, in each such document prior to being so filed with case, reasonably requested by New Starship for inclusion in the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the NoteholderRegistration Statement. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by cause the SEC with respect to officers and employees of the Proxy Statement as promptly as reasonably practicable after receipt thereof, Company and (B) mail or otherwise deliver (or cause the Company Subsidiaries to be mailed or otherwise delivered) reasonably available to New Starship and its counsel, auditors and other advisors in connection with the Proxy Statement to the holders drafting of the Company’s Common Stock promptly after, Registration Statement and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement responding in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends a timely manner to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of Registration Statement from the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersSEC.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (FTAC Olympus Acquisition Corp.)
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (a) As promptly as practicable after the execution of this Agreement, and in any event within twenty one (21) days following the date hereof, Seller shall prepare and file with the SEC as soon as practicable Securities and Exchange Commission (the “SEC”) a proxy statement to be sent to holders of the Common Stock in connection statement, together with a meeting form of holders of proxy, relating to the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Seller Stockholders’ Meeting (as defined below) (together with any amendments or supplements thereto, the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act ) and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear have the Proxy Statement cleared by the SEC. Each of Seller and Buyer shall use its commercially reasonable efforts to respond to any comments provided made by the SEC with respect and, if required, to amend or supplement the Proxy Statement Statement. Each of Seller and Buyer shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as reasonably practicable after receipt thereofthe execution of this Agreement, and (B) Seller shall mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to its stockholders. Notwithstanding the holders foregoing, Seller shall not mail the Proxy Statement, or any amendment or supplement thereto, without (i) providing Buyer with a reasonable opportunity to review and comment thereon and (ii) including therein any comments reasonably proposed by Buyer. Seller’s Board of Directors shall recommend approval of this Agreement and the Companytransactions contemplated herein by Seller’s Common Stock promptly afterstockholders, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed shall contain such recommendation. Seller will provide Buyer with copies of all correspondence between Seller (or its Representatives) and the SEC if the SEC has not informed the Company that it intends relating to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board .
(b) Each of directors of Buyer and Seller shall promptly inform the Company shall not withdrawother party if, qualify or modify in a manner adverse at any time prior to the NoteholdersSeller Stockholders’ Meeting, any information, event or publicly propose to withdraw, qualify circumstance should be set forth in an amendment or modify in a manner adverse supplement to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersProxy Statement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Pemco Aviation Group Inc)
Proxy Statement. The Promptly after execution and delivery of this Agreement, the Company agrees to use its commercially reasonable efforts to shall prepare and shall file with the SEC as soon as is reasonably practicable a proxy statement preliminary Proxy Statement, together with a form of proxy, with respect to be sent to holders the Stockholders’ Meeting at which the stockholders of the Common Stock Company will be asked to vote upon the adoption of this Agreement and shall use commercially reasonable efforts to have the Proxy Statement and form of proxy cleared by the SEC as promptly as practicable, and promptly thereafter shall mail the definitive Proxy Statement and form of proxy to stockholders of the Company. The term “Proxy Statement” shall mean such proxy or information statement and all amendments or supplements thereto, if any, similarly filed and mailed. Parent will provide the Company with any information with respect to Parent, Merger Sub, Parent’s business or the Financings or any alternative financing arrangement that may be required in order to effectuate the preparation and filing of the Proxy Statement pursuant to this Section 5.1. The Company will provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement prior to its filing and will incorporate such comments that the Company determines are reasonable. The Company will respond to, and provide Parent and its counsel with a reasonable opportunity to participate in the response of the Company to, any comments from the SEC and will notify Parent promptly upon the receipt of any comments from the SEC in connection with a meeting the filing of, or amendments or supplements to, the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company or Parent, as the case may be, will promptly inform the other of holders such occurrence and cooperate in filing with the SEC and/or mailing to stockholders of the Common Stock (including any adjournment Company such amendment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval supplement. Each of Parent and such other matters as the Company shall cooperate and the Company shall provide Parent (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement and on any amendment or supplement to the Proxy Statement prior to filing such with the SEC. Parent will furnish the Company with such supplemental information as may be necessary in its reasonable determination may present at order to cause the Stockholders Meeting (the “Proxy Statement”), insofar as it relates to Parent and its Subsidiaries, to comply with applicable law after the mailing thereof to the stockholders of the Company. The Proxy Statement shall comply as to form in all material respects with the all applicable provisions requirements of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersfederal securities laws.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (a) As promptly as practicable after the execution of this Agreement, Parent shall prepare and file with the SEC as soon as practicable (with appropriate requests for confidential treatment) under the Exchange Act a proxy statement and a form of proxy (such proxy statement, together with any amendments thereof or supplements thereto, in the form delivered to be sent the stockholders of Parent, the "Proxy Statement") relating to holders Parent Stockholders Meeting and the vote of the Common Stock in connection stockholders of Parent with a meeting of holders of respect to this Agreement and the Common Stock (including any adjournment or postponement thereof, transactions contemplated hereby. Parent will cause the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior Parent shall use all reasonable efforts to the initial anticipated filing of cause the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed cleared with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofthereafter, and (B) mail shall take any and all actions required under any applicable federal or otherwise deliver (state securities or cause Blue Sky Laws in connection with the issuance of the Purchase Price Shares. Parent shall provide Seller an opportunity to be mailed or otherwise delivered) review and comment upon the Proxy Statement prior to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed any filing with the SEC if SEC. Seller shall use all reasonable efforts to cooperate with Parent in connection with the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on preparation and clearance of the Proxy Statement. The board of directors Without limiting the generality of the Company foregoing, Parent and Seller shall not withdraweach notify the other as promptly as practicable upon becoming aware of any event or circumstance which should be described in an amendment of, qualify or modify in a manner adverse supplement to, the Proxy Statement. To the extent required to comply with the federal securities laws, upon notification by Seller to Parent pursuant to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse preceding sentence and prior to the NoteholdersParent Stockholders Meeting, its Parent shall use all reasonable efforts to prepare and file with the SEC an amendment or supplement to the Proxy Statement reflecting such event or circumstance.
(b) The Proxy Statement shall include the recommendation of the Shareholder ApprovalsBoard of Directors of Parent in favor of this Agreement. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersSection 5.13.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (a) As promptly as practicable after the Closing, the Acquiror shall prepare and file with the SEC SEC, the Acquiror Proxy Statement relating to the Acquiror Stockholders Meeting to approve the Meeting Proposals. The Acquiror shall cause the Acquiror Proxy Statement to comply as soon to form and substance in all material respects with the requirements of applicable Laws. Parent shall furnish all information concerning itself, the Transferring Parties and the Transferred Shares as practicable a proxy statement to be sent to holders of the Common Stock Acquiror may reasonably request in connection with a meeting of holders the preparation of the Common Stock Acquiror Proxy Statement; provided, that the Acquiror assumes no responsibility with respect to information supplied by or on behalf of Parent, its controlled Affiliates (including any adjournment other than the Acquiror and its Subsidiaries), the Transferring Parties or postponement thereoftheir respective Representatives for inclusion or incorporation by reference in the Acquiror Proxy Statement. As promptly as practicable after the SEC confirms orally or in writing that it has no further comments to the Acquiror Proxy Statement or that it does not intend to review the Acquiror Proxy Statement (the “Clearance Date”), the Acquiror shall file a definitive Acquiror Proxy Statement with the SEC and shall mail notice of the Acquiror Stockholders Meeting and the Acquiror Proxy Statement (collectively, the “Stockholders MeetingAcquiror Proxy Materials”) to consider the NYSE American Approvalstockholders of the Acquiror.
(b) The Acquiror Proxy Statement shall include the Acquiror Board Recommendation (subject to the Acquiror Board’s and the Strategic Planning Committee’s fiduciary obligations under applicable Law).
(c) To the fullest extent permitted by applicable Law, no amendment or supplement to the Acquiror Proxy Statement shall be made without the approval of Parent and the Strategic Planning Committee, which approval shall not be unreasonably withheld, delayed or conditioned. The Acquiror shall promptly advise Parent upon becoming aware of any comments, responses or requests from the SEC relating to the Acquiror Proxy Materials, this Agreement, or the Transactions.
(d) The information supplied by the Parties for inclusion in the Acquiror Proxy Statement shall not, at (i) the time the Acquiror Proxy Materials (or any amendment of or supplement to the Acquiror Proxy Materials) are mailed to the stockholders of the Acquiror and (ii) the time of the Acquiror Stockholders Meeting, contain any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Acquiror Stockholder Meeting, (i) any information relating to the Acquiror or any of its Subsidiaries should be discovered by the Acquiror or any of its Subsidiaries that should be set forth in an amendment or a supplement to the Acquiror Proxy Statement so that the Acquiror Proxy Statement would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Delaware Charter Approval Acquiror shall promptly inform Xxxxxx and such (ii) any information relating to Parent, the Transferring Parties or the Transferred Shares should be discovered by Parent that should be set forth in an amendment or supplement to the Acquiror Proxy Statement so that the Acquiror Proxy Statement would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, Parent shall promptly inform the Acquiror; provided, that (A) the Acquiror assumes no responsibility with respect to information supplied by or on behalf of Parent, its controlled Affiliates (other matters as than the Company Acquiror and its Subsidiaries) or their respective Representatives for inclusion or incorporation by reference in the Acquiror Proxy Statement and (B) Parent and the Transferring Parties assume no responsibility with respect to information supplied by or on behalf of the Acquirors, its reasonable determination may present at controlled Affiliates or their respective Representatives for inclusion or incorporation by reference in the Stockholders Meeting (the “Acquiror Proxy Statement”). The Proxy Statement All documents that the Acquiror is responsible for filing with the SEC in connection with the Transactions shall comply as to form and substance in all material respects with the applicable provisions requirements of the Exchange DGCL, the Securities Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersExchange Act.
Appears in 1 contract
Samples: Transfer and Exchange Agreement (Steel Partners Holdings L.P.)
Proxy Statement. The Company agrees GSE and Parent (for itself and Merger Sub) shall cooperate in the preparation and prompt filing of a Proxy Statement with the Commission under the Exchange Act with respect to the meeting of GSE's stockholders called for the purpose of, among other things, securing stockholder approval of the merger contemplated by this Agreement. Each of GSE and Parent (for itself and Merger Sub) shall use its commercially all reasonable efforts to prepare and file with have the SEC as soon as practicable a proxy statement to be sent to holders of Proxy Statement cleared by the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”)Commission. The Proxy Statement shall comply as contain statements of GSE's board of directors that it has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to form and in all material respects the best interests of the stockholders of the Company, (ii) declared the Merger and this Agreement to be advisable and (iii) recommended unanimously that the stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement, which recommendations shall not be withdrawn, amended or modified in a manner adverse to Parent or Merger Sub (unless withdrawn, modified or changed in accordance with the applicable provisions terms of the Exchange Act Paragraph 4.2.11). Parent and the rules its counsel shall be given an opportunity to review and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of comment upon the Proxy Statement or and any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ and any response to comments from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish Commission prior to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed filing thereof with the SEC Commission, and GSE shall consider any such comments as such Noteholder in good faith. GSE agrees to provide to Parent and its counsel any comments which GSE or its counsel reasonably shall propose within two (2) Business Days may receive from the staff of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC Commission with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof. Parent (for itself and Merger Sub) will promptly supply to the Company in writing, for inclusion in the Proxy Statement, all information concerning Parent and (B) mail Merger Sub required by law, rule or otherwise deliver (or cause regulation to be mailed or otherwise deliveredincluded in the Proxy Statement. Each of GSE and Parent (for itself and Merger Sub) shall use reasonable efforts to cause the Proxy Statement to the holders of the Company’s Common Stock be mailed to GSE's stockholders as promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.as practicable;
Appears in 1 contract
Samples: Plan and Agreement of Merger (Gundle SLT Environmental Inc)
Proxy Statement. The Company agrees (a) CGB&L will take all reasonable steps necessary to use its commercially reasonable efforts submit the Proxy Statement to prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders within thirty (30) days after the date of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”)this Agreement. The Proxy Statement shall comply as to form in will satisfy all material respects with the applicable provisions requirements of the Exchange 1934 Act and the rules and regulations thereunderpromulgated thereunder and will include a unanimous recommendation by the Board of Directors of CGB&L that the stockholders of the CGB&L approve this Agreement and the Merger. The Company will, (1) CGB&L and its Representatives shall solicit proxies voting only in favor thereof from the stockholders of CGB&L. CGB&L shall deliver a draft of the Proxy Statement to Acquiror and its counsel at least five (5) Business Days prior to filing it with the initial anticipated filing SEC, and shall provide Acquiror with copies of all responses or other written communications from the SEC relating to the Proxy Statement. CGB&L shall also deliver a copy of the final Proxy Statement or any amendment or supplement thereto to Acquiror promptly after the SEC has completed its review thereof.
(or, in the case of an amendment, supplement or definitive form b) None of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed information to be filed and (2) use its commercially reasonable efforts to address supplied by CGB&L for inclusion or incorporation by reference in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly of the time of its mailing and as reasonably practicable after receipt thereofof the time of the meeting of CGB&L's stockholders in connection therewith, and (B) mail as amended or otherwise deliver (supplemented by CGB&L, will contain any untrue statement of a material fact or cause omit to state a material fact required to be mailed stated therein or otherwise delivered) necessary in order to make the statements contained therein not misleading; in no event, however, shall CGB&L be liable for any untrue statement of a material fact or omission to state a material fact in the Proxy Statement to the holders of the Company’s Common Stock promptly aftermade in reliance upon, and hold the Stockholders Meeting in conformity with, written information concerning Acquiror or Acquisition Corp furnished by Acquiror specifically for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement use in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.
Appears in 1 contract
Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, the Parent and the Company agrees to use its commercially reasonable efforts to shall jointly prepare and file with the SEC as soon as practicable a single document that will constitute (i) the proxy statement of the Company relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be sent held to holders consider approval and adoption of ---------------------------- this Agreement and the Merger, (ii) the registration statement on Forms F-4 and F-6 of the Common Stock Parent (together with all amendments thereto, the "Registration ------------ Statement"), in connection with a meeting of holders the registration under the Securities Act of the --------- Parent ADSs (and the Parent Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”underlying such Parent ADSs) to consider be issued to the NYSE American Approval, the Delaware Charter Approval and such other matters as stockholders of the Company in its reasonable determination may present at connection with the Stockholders Meeting Merger and the prospectus included in the Registration Statement (such single document, together with any amendments thereof or supplements thereto, the “"Proxy ----- Statement”"). The Substantially contemporaneously with the filing of the Proxy --------- Statement with the SEC, copies of the Proxy Statement shall be provided to the Nasdaq National Market. The Parent and the Company each shall use commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "Registration Statement Effective Date"), the Parent shall take ------------------------------------- all or any action required under any applicable Law in connection with the issuance of Parent ADSs pursuant to the Merger. 39 The Parent or the Company, as the case may be, shall furnish all information concerning the Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the Registration Statement Effective Date, the proxy statement and prospectus included in the Proxy Statement (collectively, the "Proxy Materials") will be mailed to the stockholders of the Company. The --------------- Parent and the Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations thereunder. The Company willof the Nasdaq National Market principal securities exchanges and quotation services on which the common stock, (1iv) the DGCL and (v) any other applicable law.
(b) The Proxy Statement shall include the unconditional recommendation of the Board of Directors of the Company to the stockholders of the Company that they vote in favor of the adoption of this Agreement and the Merger; provided, however, that the Board of Directors of the Company may, at least five (5) Business Days any time prior to the initial anticipated filing Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in good faith (after consultation with the Company's counsel) that failure to so withdraw, modify or change its recommendation would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Laws. In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the Company Financial Advisor referred to in Section 3.19.
(c) No amendment or supplement to the Proxy Statement will be made without the approval of each of the Parent and the Company, which approval shall not be unreasonably withheld or delayed. Each of the Parent and the Company will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the Nasdaq National Market for amendment of the Proxy Statement or any amendment comments thereon and responses thereto or supplement thereto requests by the SEC for additional information.
(or, d) The information supplied by the Company for inclusion in the case of an amendment, supplement or definitive form of the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) is first mailed to the stockholders of Company, (iii) the time of the Company Stockholders Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that does not materially differ from should be set forth in an amendment or a supplement to the previously provided Proxy Statement, as far in advance as the Company shall promptly inform the Parent. All documents that the Company is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed responsible for filing with the SEC such comments in connection with the transactions contemplated by this Agreement will comply as such Noteholder or its counsel reasonably shall propose within two to form and substance in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act.
(2e) Business Days of receipt of such copies The information supplied by the Noteholder. The Company Parent for inclusion in the Proxy Statement shall use its commercially reasonable efforts to not, at (Ai) clear the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any comments provided by the SEC with respect amendment of or supplement to the Proxy Statement as promptly as reasonably practicable after receipt thereofMaterials) are first mailed to the stockholders the Company, (iii) the time of the Company Stockholders Meeting, and (Biv) mail the Effective Time, contain any untrue statement of a material fact or otherwise deliver (or cause fail to state any material fact required to be mailed or otherwise delivered) stated in the Proxy Statement or necessary in order to make the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by the Parent that should be set forth in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends an amendment or a supplement to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement, the Parent shall promptly inform the Company. The board of directors All documents that the Parent is responsible for filing in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Company shall not withdrawDGCL, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to Securities Act and the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersExchange Act.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (a) As promptly as practicable following the execution and delivery of this Agreement, the Buyer shall, in accordance with this this Section 6.6, prepare and file with the SEC as soon as practicable SEC, in preliminary form, a proxy statement in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of the Buyer relating to the Buyer Stockholders Meeting, for the purpose of, among other things, soliciting proxies from holders of Buyer Capital Stock to vote at the Buyer Stockholders Meeting in favor of (i) the adoption of this Agreement and the approval of the Transactions, (ii) the issuance of the Buyer Class A Common Stock in connection with a meeting of holders and the Buyer Class B Common Stock constituting the Stock Consideration, (iii) the amendment and restatement of the Common Stock Buyer Charter in the form of the Buyer A&R Charter and (including iv) any adjournment other proposals the Parties deem necessary or postponement thereofdesirable to consummate the Transactions (collectively, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy StatementTransaction Proposals”). The Proxy Statement shall will comply as to form in all material respects and substance with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder. The Company willBuyer shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, (1) at least five (5) as of the record date to be established by the board of directors of the Buyer, within three Business Days prior of (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, or (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC.
(b) Prior to filing with the SEC, the Buyer will make available to the initial anticipated filing Sellers drafts of the Proxy Statement or and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement thereto to the Proxy Statement or such other document and will provide the Sellers with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. The Buyer shall not file any such documents with the SEC without the prior written consent of the Sellers (orsuch consent not to be unreasonably withheld, conditioned or delayed). The Buyer will advise the Sellers promptly after it receives notice thereof, of (i) the time when the Proxy Statement has been filed, (ii) in the case event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of an amendmentthe waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any supplement or definitive form amendment to the Proxy Statement, (v) the issuance of any stop order by the SEC, (vi) any request by the SEC for amendment of the Proxy Statement that does not materially differ Statement, (vii) any comments from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish SEC relating to the Noteholders copies of such documents proposed to be filed Proxy Statement and responses thereto or (2viii) use its commercially reasonable efforts to address in each such document prior to being so filed with requests by the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholderfor additional information. The Company Buyer shall promptly respond to any SEC comments on the Proxy Statement and shall use its commercially reasonable best efforts to (A) clear any comments provided have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any requests or comments from the SEC, the Buyer will make available to the Sellers drafts of any such response and provide the Sellers with a reasonable opportunity to comment on such drafts.
(c) If at any time prior to the Buyer Stockholders Meeting there shall be discovered any information 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Buyer shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information. If, at any time prior to the Closing, the Sellers discover any information, event or circumstance relating to the Business or the Hostess Entities or any of their respective Affiliates, officers, directors or employees that should be set forth in an amendment or a 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Sellers shall promptly inform the Buyer of such information, event or circumstance.
(d) The Buyer shall make all necessary Filings with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofTransactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder.
(Be) mail or otherwise deliver (or cause The Sellers agree to be mailed or otherwise delivered) promptly provide the Proxy Statement to Buyer with all information concerning the holders Business and the management, operations and financial condition of the Company’s Common Stock promptly afterHostess Companies, and hold in each case, reasonably requested by the Stockholders Meeting Buyer for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement inclusion in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors Sellers shall cause the officers and employees of the Company shall not withdraw, qualify or modify Hostess Companies to be reasonably available to the Buyer and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner adverse to comments on the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to Proxy Statement from the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersSEC.
Appears in 1 contract
Samples: Master Transaction Agreement (Gores Holdings, Inc.)
Proxy Statement. The Company agrees (a) Promptly following the date of this Agreement, Seller shall, and shall use Best Efforts to cause its Representatives and Affiliates to: (i) furnish to Buyer and its Representatives all of the information regarding Seller, the Purchased Business, the Purchased Assets and the Assumed Liabilities (such information, the “Seller Disclosure Information”) that Buyer may reasonably request in connection with the preparation of the Proxy Statement and (ii) cooperate with Buyer and its Representatives and Affiliates in the preparation of pro forma financial information required to be included, or reasonably requested by Buyer for inclusion, in the Proxy Statement. As promptly as reasonably practicable after Buyer’s receipt from Seller of all Seller Disclosure Information, Buyer shall prepare and cause the Proxy Statement to be filed with the SEC. Buyer shall use Best Efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC.
(b) Buyer shall promptly: (i) notify Seller upon the receipt of any comments or requests for additional information from the SEC relating to the Proxy Statements; (ii) promptly respond to any such comments or requests for additional information following the receipt of any such comments or requests; and (iii) provide Seller with copies of correspondence between Buyer and its commercially reasonable efforts Representatives, on the one hand, and the SEC and its staff, on the other hand, with respect to the Proxy Statement. Seller shall promptly furnish to Buyer any Seller Disclosure Information reasonably requested by Buyer in connection with its response to any such comments.
(c) Prior to the filing or mailing of the Proxy Statement, or responding to any comments or requests for information from the SEC, Buyer shall provide Seller with the opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings.
(d) If at any time prior to the Buyer Stockholders’ Meeting any event shall occur, or fact or information shall be discovered by Buyer, that is required to be set forth in an amendment of or a supplement to the Proxy Statement, Buyer shall, in accordance with the procedures set forth in this Section 5.9, prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance soon thereafter as is reasonably practicable in and cause such amendment or supplement to be distributed to the circumstances), stockholders of Buyer if and to the extent required by any Legal Requirement. Seller agrees to furnish to the Noteholders copies of such documents proposed to Buyer all information concerning Seller and its Affiliates as may be filed and (2) use its commercially reasonable efforts to address reasonably requested in each such document prior to being so filed connection with the SEC such comments as such Noteholder foregoing. If any event relating to any of Seller Disclosure Information occurs, or its counsel reasonably shall propose within two (2) Business Days if Seller becomes aware of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect Seller Disclosure Information, that should be disclosed in an amendment or supplement to the Proxy Statement, then Seller shall promptly inform Buyer thereof and shall cooperate with Buyer in filing such amendment or supplement with the SEC.
(e) Buyer shall cause the Proxy Statement to be mailed to Buyer’s stockholders as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company notifies Buyer that it has no further comments on the preliminary Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.
Appears in 1 contract
Samples: Asset Purchase Agreement (HD Partners Acquisition CORP)
Proxy Statement. The Company agrees to use its commercially reasonable efforts to prepare and file with (a) For the SEC as soon as practicable a proxy statement to be sent to holders purpose (i) of the Common Stock in connection with holding a meeting of holders the shareholders of NM to approve the Common Stock (including any adjournment or postponement thereofMerger and the New Articles, the “Stockholders Meeting”) to consider parties hereto shall cooperate in the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “preparation of an appropriate Proxy Statement”). The Proxy Statement , which shall comply as to form in satisfy all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunderthereunder (such proxy statement, together with any and all amendments or supplements thereto, being herein referred to as the "Proxy Statement").
(b) MJK shall furnish such information concerning MJK and the MJK Subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to MJK, the MJK Subsidiaries and MJK securities, to be prepared in accordance with Section 6.4(a). The Company will, (1) MJK agrees promptly to advise NM if at least five (5) Business Days any time prior to the initial anticipated NM shareholders' meeting any information provided by MJK in the Proxy Statement becomes incorrect or incomplete in any material respect, and to provide NM the information needed to correct such inaccuracy or omission.
(c) NM shall use all reasonable efforts to promptly prepare and submit the Proxy Statement with the SEC and the NASD. NM shall use reasonable efforts to file the definitive Proxy Statement at the earliest practicable date. NM agrees to provide MJK and its counsel with reasonable opportunity to review and comment on the Proxy Statement and any amendment thereto before filing with the SEC or any other governmental entity and agrees not to make such filing if MJK and its counsel reasonably object to the completeness or accuracy of any information contained therein. MJK authorizes NM to utilize in the Proxy Statement the information concerning MJK, the MJK Subsidiaries and MJK securities provided to NM for the purpose of inclusion in the Proxy Statement. NM shall advise MJK promptly when the definitive Proxy Statement has been filed and shall furnish MJK with copies of all such documents.
(d) NM shall bear all printing and mailing costs in connection with the preparation and mailing of the Proxy Statement or any amendment or supplement thereto (or, to NM shareholders. MJK and NM shall each bear their own legal and accounting expenses in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed connection with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Nm Holdings Inc)
Proxy Statement. The As promptly as practicable after the execution of this Agreement, Parent, Merger Sub and the Company agrees to use its commercially reasonable efforts to shall jointly prepare and the Company shall file with the SEC as soon as practicable a the proxy statement of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be sent held to holders consider approval and adoption of this Agreement and the Merger. Substantially contemporaneously with the filing of the Common Stock Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). Parent, Merger Sub or the Company, as the case may be, shall furnish all information concerning Parent, Merger Sub or the Company as the other party may reasonably request in connection with a meeting of holders such actions and the preparation of the Common Stock Proxy Statement and any other filings required to be made in connection within this Agreement and the transactions contemplated hereby (including any adjournment or postponement thereofcollectively, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”"Other Filings"). The As promptly as practicable the Proxy Statement will be mailed to the stockholders of the Company. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and of 1933, as amended (the "Securities Act"), (iii) the rules and regulations thereunderof the NASD and (iv) Delaware Corporate Law. The Proxy Statement shall include the recommendation of the Board of Directors of the Company willto the stockholders of the Company that such stockholders vote in favor of the adoption of this Agreement and the Merger; provided, (1) however, that subject to Section 5.10(b), the Board of Directors of the Company may, at least five (5) Business Days any time prior to the initial anticipated filing Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in its good faith judgment that it is required to do so in order to comply with its duties to the Company's shareholders under applicable Law. The Proxy Statement or any will include a copy of the written opinion of Deutsche Banc Alex. Browx. No amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofwill be made without the approval of each of Parent, Merger Sub and (B) mail the Company, which approval shall not be unreasonably withheld or otherwise deliver (delayed, unless such amendment or cause supplement to be mailed or otherwise delivered) the Proxy Statement is required to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed be made by the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed under applicable Laws. Each of Parent, Merger Sub and the Company that will advise the other, promptly after it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.receives notice
Appears in 1 contract
Proxy Statement. The (a) As promptly as reasonably practicable after the date hereof (and in any event, within twenty (20) Business Days after the date hereof), the Company agrees to use its commercially reasonable efforts to shall prepare and file with the SEC as soon as practicable a preliminary proxy statement relating to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Proxy Statement , and each of the Company and Parent Holdco shall, or shall comply as to form in all material respects cause their respective Affiliates to, prepare and file with the applicable provisions of SEC all other documents required by the Exchange Act in connection with the Merger and the rules other transactions contemplated hereby, and regulations thereunder. The Parent Holdco and the Company will, (1) at least five (5) Business Days prior to shall cooperate with each other in connection with the initial anticipated filing preparation of the Proxy Statement or and any amendment or supplement thereto (orsuch other filings. Subject to Section 5.2, in the case of an amendment, supplement or definitive form of the Proxy Statement shall include the Company Recommendation; provided, that does not materially differ from if the previously provided Proxy StatementCompany Board shall have effected a Change of Recommendation in accordance with Section 5.2, as far then in advance as is reasonably practicable submitting this Agreement to the Company’s stockholders, the Company Board may submit this Agreement to the Company’s stockholders without the Company Recommendation, in which event the Company Board may communicate the basis for its lack of recommendation to the Company’s stockholders in the circumstances)Proxy Statement or an appropriate amendment thereof or supplement thereto. Notwithstanding any Change of Recommendation, furnish unless this Agreement shall have been terminated, the Company shall be nonetheless required to hold the Stockholders Meeting and submit this Agreement to the Noteholders copies of such documents proposed Company’s stockholders thereat. Parent Holdco and the Company agree to provide or cause to be filed provided all information with respect to itself, its Affiliates and their respective Representatives as may be reasonably requested by the other party for inclusion in the Proxy Statement and any such other filings. The Company shall include in the Proxy Statement (i) the Fairness Opinion, in its entirety, together with a summary thereof, and (2ii) use its commercially reasonable efforts to address in each the information required by Section 262(d)(2) of the DGCL such document prior to being so filed with that the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2Proxy Statement constitutes a notice of appraisal rights under Section 262(d)(2) Business Days of receipt of such copies by the NoteholderDGCL. The Company shall use its commercially reasonable best efforts to cause the Proxy Statement when filed to comply as to form, in all material respects, with the provisions of the Exchange Act, the rules and regulations promulgated thereunder and the rules of the NYSE.
(Ab) clear The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Each party shall as promptly as reasonably practicable notify the other parties of the receipt of any comments provided by of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as promptly as reasonably practicable provide to the other party copies of all material written correspondence with the SEC with respect to the Proxy Statement. The Company and Parent Holdco shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and to make any amendments or filings as may be necessary in connection therewith. The Company shall cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after receipt thereof, and the tenth (B10th) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the filing of the preliminary Proxy Statement in preliminary form has been filed with the SEC Statement, or if the SEC has not informed the Company Staff advises that it intends to review has comments thereon, on the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after date on which the SEC has informed the Company staff advises that it has no further comments thereon.
(c) Subject to applicable Law, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment thereof or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (unless and until a Change of Recommendation has occurred) provide Parent Holdco and Parent with an opportunity to review and comment on such document or response and shall consider in good faith including in such document or response comments reasonably proposed by Parent Holdco and Parent.
(d) If prior to the Effective Time, any event occurs with respect to the Company or any of its Subsidiaries on the one hand, or Parent Holdco or any of its Subsidiaries, including Parent or the Merger Sub, on the other hand, or any change occurs with respect to other information supplied by any of the foregoing parties for inclusion in the Proxy Statement. The board , which is required to be described in an amendment of, or a supplement to, the Proxy Statement, such applicable party shall promptly notify the other party of directors such event, and such applicable party shall cooperate in the prompt filing with the SEC of the Company shall not withdraw, qualify any necessary amendment or modify in a manner adverse supplement to the NoteholdersProxy Statement and, as required by Law, in disseminating the information contained in such amendment or publicly propose to withdraw, qualify or modify in a manner adverse supplement to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersCompany’s stockholders.
Appears in 1 contract
Samples: Merger Agreement (Global Brass & Copper Holdings, Inc.)
Proxy Statement. (a) The Company, acting through its Board of Directors, shall duly call, give notice of, convene and hold a special meeting (the “Special Meeting”) of shareholders as soon as practicable for the purpose of considering and taking action upon this Agreement and the Merger.
(b) As promptly as practicable after the date hereof, but in no event later than ten (10) business days after the date hereof, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the SEC Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as soon as practicable amended (the “Securities Exchange Act”), and shall use its best efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) Company’s stockholders to consider the NYSE American ApprovalMerger or an information statement, as appropriate (such proxy statement or information statement, as amended or supplemented, the Delaware Charter Approval letter to the Company’s stockholders, the notice of meeting and such other matters form of proxy to be distributed to the Company’s stockholders and any annexes, schedules and exhibits required to be filed with the SEC in connection therewith are collectively herein referred to as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with contain the applicable provisions recommendation of the Exchange Act Board of Directors of the Company in favor of the Merger and the rules fairness opinion of Delta Financial Group, Inc. (the “Financial Advisor”) and regulations thereundersuch other disclosures as are required by Law (as defined in Section 2.6 hereof).
(c) The shareholder vote required for the adoption of this Agreement and the Merger shall be the vote required by the Rhode Island Act. The Company willwill use its best efforts to solicit from its shareholders proxies in favor of adoption and approval of the Merger and to take all other reasonable action necessary or, in the judgment of Parent, helpful to secure the vote of shareholders required by the Rhode Island Act to effect the Merger and the conversion into cash of the outstanding Shares pursuant to Section 1.3 hereof.
(1d) Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at least five (5) Business Days any time prior to the initial anticipated filing Special Meeting, any information provided by it specifically for inclusion in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company.
(e) The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement or any amendment or supplement thereto with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act.
(or, in the case of an amendment, supplement or definitive form f) The Company shall provide Parent for its review a copy of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance at least such amount of time prior to each filing thereof as is reasonably practicable customary in transactions of the circumstances), furnish type contemplated hereby. Parent authorizes the Company to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address utilize in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, the information concerning Parent and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement its subsidiaries provided to the holders of the Company’s Common Stock promptly afterCompany in connection with, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days afteror contained in, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.
Appears in 1 contract
Samples: Merger Agreement (TRW Inc)
Proxy Statement. The Company agrees (a) Subject to use Section 8(b) hereof, I-Link, acting through its commercially reasonable efforts to Board of Directors, shall:
(i) duly call, give notice of, convene and hold an annual or special meeting of its shareholders (the "SHAREHOLDERS MEETING") as soon as practicable following the date hereof for the purpose of considering and taking action upon this Agreement;
(ii) prepare and file with the SEC a preliminary proxy relating to this Agreement as soon as reasonably practicable a proxy statement and obtain and furnish the information required to be sent to holders of included by the Common Stock SEC in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (orand, in the case of an amendmentafter consultation with Counsel Springwell, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable best efforts to address in each such document prior respond promptly to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided made by the SEC with respect to the Proxy Statement preliminary proxy and cause a definitive proxy (as promptly as reasonably practicable after receipt thereofamended or supplemented, and (Bthe "PROXY STATEMENT") mail or otherwise deliver (or cause to be mailed or otherwise deliveredto its shareholders;
(iii) include in the definitive Proxy Statement the written opinion of the financial advisor to the Special Committee of the Board of Directors of I-Link that the transactions contemplated by this Agreement are fair to the shareholders of I-Link from a financial point of view;
(iv) afford to all of the shareholders of I-Link dissenters' rights under Florida law relating to the matters to be presented to them for consideration at the Shareholder Meeting and relating to the subject matter of this Agreement; and
(v) use its reasonable best efforts to obtain the approval of this Agreement and the transactions contemplated hereby by the holders of the Company’s Common Stock promptly after, requisite number of issued and hold outstanding shares of capital stock of I-Link.
(b) The Board of Directors of I-Link shall recommend approval and adoption of this Agreement and the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement transactions contemplated hereby by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy StatementI-Link's shareholders. The board Board of directors Directors of the Company I-Link shall not be permitted to withdraw, qualify amend or modify in a manner adverse to Counsel and Counsel Springwell such recommendation (or announce publicly its intention to do so), except that prior to the NoteholdersShareholder Meeting, or publicly propose the Board of Directors of I-Link shall be permitted to withdraw, qualify amend or modify its recommendation (or announce publicly its intention to do so) but only if the Board of Directors of I-Link shall have determined in a manner adverse its good faith judgment, based upon the advice of outside counsel, that it is obligated by its fiduciary obligations under applicable law to withdraw, amend or modify such recommendation. If the NoteholdersShareholder Meeting is being held, its the recommendation of the Shareholder Approvals. The Company Board of Directors of I-Link shall not postpone be included in the Proxy Statement.
(c) Each of Counsel and Counsel Springwell agrees that it will provide I-Link with the information concerning it required to be included in the Proxy Statement and will vote, or adjourn the Stockholders Meeting without the consent cause to be voted, all of the Noteholdersshares of the Common Stock then owned by it, directly or indirectly, or over which it has the power to vote, in favor of approval of this Agreement and the transactions contemplated hereby. Counsel and Counsel Springwell shall have the right to review in advance all characterizations and information related to them, this Agreement and the transactions contemplated hereby which appear in the Proxy Statement.
(d) Each of Counsel, Counsel Springwell and I-Link agrees promptly to correct any information provided by it for use in the Proxy Statement as and to the extent it shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall have become necessary, in order to make statements contained therein, in light of the circumstances in which they were made, not misleading, and each of Counsel, Counsel Springwell and I-Link further agrees to take all steps necessary to cause the Proxy Statement, as so corrected or supplemented, to be filed with the SEC and to be disseminated to its shareholders in each case as and to the extent required by applicable federal securities laws.
Appears in 1 contract
Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, subject to the terms of this Section 7.01, Novus (with the assistance and cooperation of the Company agrees to use its commercially reasonable efforts to as reasonably requested by Novus) shall prepare and file with the SEC as soon as practicable a proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to holders the stockholders of Novus relating to the Common Stock in connection with a meeting of holders of the Common Stock Novus’s stockholders (including any adjournment or postponement thereof, the “Stockholders Novus Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the NYSE American ApprovalMerger, (ii) approval of the issuance of Novus Class A Common Stock as contemplated by this Agreement and the Subscription Agreements, (ii) the second amended and restated Novus Certificate of Incorporation as set forth on Exhibit E and (iii) any other proposals the parties deem necessary to effectuate the Merger (collectively, the Delaware Charter Approval “Novus Proposals”). Novus shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Novus Class A Common Stock (A) to be issued to the stockholders of the Company pursuant to this Agreement and (B) held by the stockholders of Novus immediately prior to the Effective Time. Novus and the Company shall each pay one half of all registration and filing fees and expenses due in connection with the Registration Statement. The Company shall furnish all information concerning the Company as Novus may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Novus and the Company each shall use their reasonable best efforts to (i) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, (iii) to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Prior to the effective date of the Registration Statement, Novus shall use commercially reasonable efforts to take any action required under any applicable federal or state securities laws in connection with the issuance of shares of Novus Class A Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Novus shall mail the Registration Statement on Form S-4 and the Proxy Statement to its stockholders. Each of Novus and the Company shall furnish all information concerning it as may reasonably be requested by the other matters party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Novus and the Company each shall use their reasonable best efforts to (x) cause the Proxy Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto and (y) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. As promptly as practicable following the clearance of the Proxy Statement by the SEC, Novus shall mail the Proxy Statement to its stockholders. Each of Novus and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Proxy Statement.
(b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Novus or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). Novus and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Novus Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Novus and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its reasonable determination may present at staff with respect to the Stockholders Meeting Registration Statement and any amendment to the Registration Statement filed in response thereto.
(c) Novus represents that the “Proxy Statement”). The information supplied by Novus for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Novus, (iii) the time of the Novus Stockholders' Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail 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. If, at any time prior to the Effective Time, any event or circumstance relating to Novus or Merger Sub, or their respective officers or directors, should be discovered by Novus which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Novus shall promptly inform the Company. All documents that Novus is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable provisions requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. .
(d) The Company willrepresents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (1ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Novus, (iii) the time of Novus’ Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail 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. If, at least five (5) Business Days any time prior to the initial anticipated filing of Effective Time, any event or circumstance relating to the Proxy Company or any Company Group Member, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as the Company shall promptly inform Novus. All documents that the Company is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed responsible for filing with the SEC such comments in connection with the Merger or the other transactions contemplated by this Agreement will comply as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by to form and substance in all material respects with the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders applicable requirements of the Company’s Common Stock promptly after, Securities Act and hold the Stockholders Meeting for rules and regulations thereunder and the purposes of obtaining Exchange Act and the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersrules and regulations thereunder.
Appears in 1 contract
Samples: Business Combination Agreement (Novus Capital Corp II)
Proxy Statement. The (a) As soon as reasonably practicable after the date of this Agreement, the Company agrees to use its commercially reasonable efforts to will prepare and file with the SEC as soon as practicable SEC, a proxy statement relating to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Stockholders’ Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”). The ) and a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the transactions contemplated by this Agreement and will use its reasonable efforts to respond to any comments of the SEC and to cause the Proxy Statement shall comply to be mailed to the Company’s stockholders as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company willpromptly as practicable; provided, (1) at least five (5) Business Days however, that prior to the initial anticipated filing of the Proxy Statement or and the Schedule 13E-3, the Company will consult with the Xxxxxx & Xxxxx Parties and their counsel with respect to such filings and shall afford the Xxxxxx & Noble Parties reasonable opportunity to review and comment thereon. The Xxxxxx & Xxxxx Parties will provide the Company with any amendment or supplement thereto (or, information for inclusion in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from and the previously provided Proxy Statement, as far in advance as Schedule 13E-3 which may be required under applicable law and which is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies requested by the NoteholderCompany. The Company shall use its commercially reasonable efforts to (A) clear will promptly notify the Xxxxxx & Noble Parties of the receipt of any comments provided from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information, and will supply the Xxxxxx & Xxxxx Parties with copies of all correspondence between the Company and any of its representatives, on the one hand, and the SEC or members of its staff, on the other Table of Contents hand, with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofStatement, and (B) mail the Schedule 13E-3 or otherwise deliver (or cause the transactions contemplated hereby. If at any time prior to the Company Stockholders’ Meeting any event should occur which is required by applicable law to be mailed set forth in an amendment of, or otherwise delivered) a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will prepare and, if appropriate, mail to its stockholders such amendment or supplement; provided, however, that prior to such mailing, the holders of Company will consult with the Xxxxxx & Noble Parties and their counsel with respect to such amendment or supplement and shall afford the Xxxxxx & Xxxxx Parties reasonable opportunity to review and comment thereon.
(b) Except under the circumstances described in Section 4.3, the Company through the Company’s Common Stock promptly after, Board of Directors (acting upon the recommendation of the Special Committee) shall recommend to its Public Stockholders the adoption of this Agreement and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after transactions contemplated hereby and such recommendation shall be included in the Proxy Statement in preliminary form has been filed with and the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersSchedule 13E-3.
Appears in 1 contract
Proxy Statement. The (a) As promptly as reasonably practicable following the execution and delivery of this Agreement, Parent and the Company agrees to use its commercially reasonable efforts to shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by the Company), and Parent shall file with the SEC as soon as practicable SEC, a proxy statement relating to be sent the Transactions (as amended or supplemented from time to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereoftime, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”) to be sent to the stockholders of Parent relating to the Parent Stockholders’ Meeting, for the purpose of, among other things: (i) providing Parent’s stockholders with notice of the opportunity to redeem shares of Parent Class A Common Stock (the “Parent Stockholder Redemption”); and (ii) soliciting proxies from holders of Parent Class A Common Stock to vote at the Parent Stockholders’ Meeting in favor of the Parent Proposals. The Proxy Statement shall be in form and substance reasonably acceptable to the Company and Parent, and will comply as to form in all material respects and substance with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder. The Each of Parent and the Company willshall use its reasonable best efforts to: (A) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, (1) at least five (5) Business Days prior with respect to the initial anticipated Company, delivery of the true and complete copies of the audited or reviewed consolidated balance sheet of W3BCLOUD Partners Limited and its subsidiaries as required thereunder, and the related audited and unaudited consolidated statements of operations, cash flows and changes in equityholders’ equity of W3BCLOUD Partners Limited and its subsidiaries for the applicable periods, each prepared in accordance with Regulation S-X and US GAAP and, with respect to any audited financials, audited in accordance with the auditing standards of the PCAOB and the associated audit reports and consents of the Company’s independent registered public accounting firm); and (B) promptly notify the others of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Each of Parent and the Company shall promptly furnish, or cause to be furnished to, the other with all information concerning such party and its subsidiaries, Representatives and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 8.01; provided, however, that neither Parent nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: (y) such Party obtains the prior written consent of the applicable other Party to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or (z) to the extent that use of such information is required (upon advice of counsel) to avoid violation of applicable Law.
(b) Prior to filing the Proxy Statement with the SEC, Parent will make available to the Company drafts of the Proxy Statement or and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Parent shall not file the Proxy Statement with the SEC without the Company’s final approval thereof, such approval not to be unreasonably withheld, conditioned or delayed. Parent will advise the Company promptly after it receives notice thereof, of: (i) the time when the Proxy Statement has been filed; (ii) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (iv) the filing of any supplement or amendment to the Proxy Statement; (v) the issuance of any stop order by the SEC; (vi) any request by the SEC for amendment of the Proxy Statement; and (vii) requests by the SEC for additional information. Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as reasonably practicable after receipt thereof, and practicable.
(Bc) mail Parent represents that the information supplied by Parent or otherwise deliver (or cause to be mailed or otherwise delivered) on behalf of Parent for inclusion in the Proxy Statement shall not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the holders statements therein, in the light of the Company’s Common Stock promptly aftercircumstances under which they were made, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty misleading, at (60) calendar days after, (xi) the first Business Day following the 10th calendar day after time the Proxy Statement in preliminary form has been is filed with the SEC if the SEC has not informed the Company that it intends to review SEC, (ii) each time at which the Proxy Statement by such 10th calendar day or is amended, (yiii) the 10th calendar day after time the SEC has informed Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, (iv) the time of the Parent Stockholders’ Meeting and (v) the Closing. If, at any time prior to the Parent Stockholders’ Meeting, there shall be discovered any information 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly file an amendment or supplement to the Proxy Statement containing such information. If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that it has no further comments on should be set forth in an amendment or a supplement to the Proxy Statement. The board Statement so that the Proxy Statement would not include any misstatement of directors a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall not withdrawpromptly inform Parent of such information, qualify event or modify circumstance. All documents that Parent is responsible for filing with the SEC in a manner adverse connection with the Transactions shall comply as to form and substance in all material respects with the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation applicable requirements of the Shareholder Approvals. The Company shall not postpone or adjourn Securities Act and the Stockholders Meeting without the consent of the NoteholdersExchange Act.
Appears in 1 contract
Samples: Business Combination Agreement (Social Leverage Acquisition Corp I)
Proxy Statement. The Company agrees (a) As promptly as practicable following the execution and delivery of this Agreement, the Predecessor shall prepare, with the assistance of the Company, and cause to use its commercially reasonable efforts to prepare and file be filed with the SEC as soon as practicable a proxy statement to be sent to holders the Proxy Statement of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting Predecessor (the “Proxy Statement”). The Proxy Statement shall comply as be used for the purpose of soliciting proxies from Predecessor’s shareholders for the matters to form be acted upon at the Predecessor Special Meeting and providing the public shareholders of Predecessor an opportunity in all material respects accordance with Predecessor’s organizational documents and the final IPO prospectus of Predecessor, dated January 10, 2022 (the “IPO Prospectus”) to have their Predecessor Shares redeemed in conjunction with the applicable provisions shareholder vote on the Purchaser Parties Shareholder Approval Matters as defined below. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Predecessor shareholders to vote, at a special meeting of Predecessor’s shareholders to be called and held for such purpose (the Exchange “Predecessor Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Additional Agreements and the Transactions contemplated hereby and thereby, including the Contribution and Exchange, by the holders of Predecessor Shares in accordance with Predecessor’s Organizational Documents, the Merger Sub’s Organizational Documents, the DGCL, the Australian Companies Act and the rules and regulations thereunderof the SEC and Nasdaq, (ii) the Liquidation, (iii) adoption of the Organizational Documents of the Purchaser substantially in the form to be attached hereto as Exhibit F by an amendment following the Signing Date, (iv) election of the directors of Purchaser as set forth in Section 3.3 of this Agreement, (v) adoption of the Equity Incentive Plan; and (vi) such other matters as the Company and the Purchaser Parties shall hereafter mutually determine to be necessary or appropriate in order to effect the Contribution and Exchange and the other Transactions (the approvals described in foregoing clauses (i) through (vi), collectively, the “Purchaser Parties Shareholder Approval Matters”), In connection with the Proxy Statement, Purchaser Parties and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation requirements set forth in Predecessor’s organizational documents, the DGCL, the Australian Companies Act and the rules and regulations of the SEC and Nasdaq. The Purchaser Parties shall provide the Company will, (1and its counsel) at least five (5) Business Days prior with a reasonable opportunity to the initial anticipated filing of review and comment on the Proxy Statement or and any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the Purchaser Parties with such information concerning the Company and its equity holders, officers, directors, employees, assets, Liabilities, condition (orfinancial or otherwise), business and operations that may be required for inclusion in the case Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of an amendmenta material fact or omit to state a material fact necessary in order to make the statements made not materially misleading (subject to the qualifications and limitations set forth in the materials provided by the Company). If required by applicable SEC rules or regulations, supplement such financial information provided by the Company must be reviewed or definitive form audited by the Company’s auditors. The Purchaser Parties shall provide such information concerning the Purchaser Parties and their respective equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by the Purchaser Parties shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading.
(b) Each of Purchaser Parties and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC and to clear any SEC comments on the Proxy Statement as promptly as practicable after such filing. Each of the Purchaser Parties and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Proxy Statement. Promptly after all comments on the Proxy Statement that does are cleared with the SEC, the Purchaser Parties will cause the Proxy Statement to be mailed to shareholders of Predecessor.
(c) Each of the Purchaser Parties and the Company shall cooperate and mutually agree upon (such agreement not materially differ from to be unreasonably withheld or delayed), any response to comments of the previously provided SEC or its staff with respect to the Proxy Statement. Notwithstanding such cooperation however, as far in advance as the Purchaser Parties will be permitted, upon providing notice to the Company, to make such filings or responses to the SEC that, based on the advice of outside counsel to the Purchaser Parties, is reasonably practicable required by the SEC and United States securities Laws to be included therein. If the Purchaser Parties or the Company becomes aware that any information contained in the circumstances)Proxy Statement shall have become false or misleading in any material respect or that the Proxy Statement is required to be amended or supplemented in order to comply with applicable Law, furnish then (i) such Party shall promptly inform the other Parties and (ii) the Purchaser Parties, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Noteholders copies of such documents proposed Proxy Statement. The Purchaser Parties and the Company shall use reasonable best efforts to cause the Proxy Statement as so amended or supplemented, to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC and to be disseminated to the holders of Predecessor Shares, as applicable, pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Predecessor Organizational Documents and the Company Organizational Documents. Each of the Company and the Purchaser Parties shall provide the other parties with copies of any written comments, and shall inform such comments as such Noteholder other parties of any oral comments, that it receives from the SEC or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC staff with respect to the Proxy Statement as promptly as reasonably practicable after the receipt thereofof such comments and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff.
(d) Each Party shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company, the Purchaser Parties, and their respective representatives in connection with the drafting of the public filings with respect to the Transactions, including the Proxy Statement, and responding in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (Band other related materials) mail if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise deliver (or required by applicable Laws. The Purchaser Parties shall cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Companybe disseminated to Predecessor’s Common Stock promptly aftershareholders, in each case as and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse extent required by applicable Laws and subject to the Noteholders, its recommendation terms and conditions of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersthis Agreement and Predecessor’s Organizational Documents.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (a) As promptly as practical after the execution of this Agreement, Showboat shall prepare and file with the SEC the Proxy Statement under the Exchange Act, and shall use reasonable efforts to have the Proxy Statement cleared by the SEC as soon after such filing as practicable a proxy statement to be sent to holders of practical. Xxxxxx'x, Merger Sub and Showboat shall cooperate with each other in the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing preparation of the Proxy Statement or any amendment or supplement thereto (orStatement, in the case of an amendment, supplement or definitive form and Showboat shall notify Xxxxxx'x of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by of the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with any requests by the SEC if for any amendment or supplement thereto or for additional information and shall provide to Xxxxxx'x promptly copies of all correspondence between Showboat or any representative of Showboat and the SEC has not informed SEC. Showboat shall give Xxxxxx'x and its counsel the Company that it intends opportunity to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after prior to its being filed with the SEC has informed and shall give Xxxxxx'x and its counsel the Company that it has no further comments on opportunity to review all amendments and supplements to the Proxy StatementStatement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The board Each of directors Showboat, Xxxxxx'x and Merger Sub agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the Company shall not withdraw, qualify or modify in a manner adverse SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the Noteholders, or publicly propose holders of shares of Showboat Common Stock entitled to withdraw, qualify or modify in a manner adverse vote at the Special Meeting at the earliest practicable time.
(b) Subject to the Noteholdersprovisions of Section 5.3, its the Proxy Statement shall include the recommendation of the Shareholder Approvals. The Company shall not postpone Board of Directors of Showboat in favor of adoption of this Agreement and the Merger; provided that the Board of Directors of Showboat may modify or adjourn withdraw such recommendation if Showboat's Board of Directors believes in good faith, based on the Stockholders Meeting without advice of outside legal counsel, that the consent of the Noteholdersfailure to modify or withdraw such recommendation would be inconsistent with its fiduciary duties to Showboat's stockholders under applicable law.
Appears in 1 contract
Proxy Statement. The Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following the date hereof, the Company agrees to use its commercially reasonable efforts to shall prepare in consultation with Parent, and the Company shall file with the SEC as soon as practicable SEC, a proxy statement to be sent statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with a meeting the solicitation of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in its reasonable determination may present at the Stockholders Meeting connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to cause the foregoing to be filed with the SEC, on a preliminary basis, not later than the twenty first (A21st) clear any comments provided day subsequent to the date hereof, but in no event shall the foregoing be filed more than thirty (30) days subsequent to the date hereof; provided, however, that, if on such thirtieth (30th) day, the Company is ready to file such proxy statement subject only to Parent’s approval, such thirty (30) day time period shall be extended until receipt of Parent’s approval. The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC or the expiration of the review period therefor if there is or has been no review by the SEC. The Company shall cause the Proxy Statement to, when filed with the SEC, comply in all material respects with the applicable requirements of the Exchange Act and all other Laws. Subject to Section 4.4(b), the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the holders of Company Common Stock vote in favor of the approval of this Agreement and the Merger. The Board of Directors of the Company shall in good faith take all actions reasonably requested by Parent to solicit from holders of Company Common Stock proxies in favor of adoption of this Agreement and approval of the Merger for the Company Meeting, provided that the Board of Directors of the Company shall not be prevented from acting in accordance with Section 4.4(b). If at any time prior to the Company Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent which 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity to review, comment and approve (which such approval shall not be unreasonably withheld or delayed) the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement as and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn use its reasonable best efforts, after consultation with Parent, to respond to and resolve all SEC comments with respect to the Stockholders Meeting without the consent of the NoteholdersProxy Statement promptly after receipt thereof.
Appears in 1 contract
Samples: Merger Agreement (Memry Corp)
Proxy Statement. The As promptly as practicable after execution of this Agreement, the Company agrees to shall prepare and file the Proxy Statement, and use its commercially all reasonable efforts to prepare have the Proxy Statement cleared by the SEC. Parent, Merger Subsidiary and file with the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company shall cooperate with each other in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing preparation of the Proxy Statement or any amendment or supplement thereto (orStatement, in and the case of an amendment, supplement or definitive form Company shall notify Parent of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by of the SEC with respect to the Proxy Statement as and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide promptly to Parent copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as reasonably practicable after receipt thereofthe Proxy Statement has been cleared by the SEC, and (B) the Company shall mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders shareholders of the Company’s Common Stock . Prior to the date of approval of the Merger by the Company's shareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after any information provided by it to be used specifically in the Proxy Statement that shall have become false or misleading in preliminary form has been filed any material respect and the Company shall take all steps necessary to file with the SEC if the SEC has not informed the Company that it intends any amendment to review the Proxy Statement by such 10th calendar day or (y) so as to correct the 10th calendar day after same and to cause the SEC has informed amended Proxy Statement to be disseminated to the Company that it has no further comments on the Proxy Statement. The board of directors Shareholders of the Company shall not withdrawCompany, qualify or modify in a manner adverse each case to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersextent required by applicable law.
Appears in 1 contract
Proxy Statement. The As promptly as practicable after the execution of this Agreement, Parent, Merger Sub and the Company agrees to use its commercially reasonable efforts to shall jointly prepare and the Company shall file with the SEC as soon as practicable a the proxy statement of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be sent held to holders consider approval and adoption of this Agreement and the Merger. Substantially contemporaneously with the filing of the Common Stock Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). Parent, Merger Sub or the Company, as the case may be, shall furnish all information concerning Parent, Merger Sub or the Company as the other party may reasonably request in connection with a meeting of holders such actions and the preparation of the Common Stock Proxy Statement and any other filings required to be made in connection within this Agreement and the transactions contemplated hereby (including any adjournment or postponement thereofcollectively, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”"Other Filings"). The As promptly as practicable the Proxy Statement will be mailed to the stockholders of the Company. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and of 1933, as amended (the "Securities Act"), (iii) the rules and regulations thereunderof the NASD and (iv) Delaware Corporate Law. The Proxy Statement shall include the recommendation of the Board of Directors of the Company willto the stockholders of the Company that such stockholders vote in favor of the adoption of this Agreement and the Merger; provided, (1) however, that subject to Section 5.10(b), the Board of Directors of the Company may, at least five (5) Business Days any time prior to the initial anticipated filing Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in its good faith judgment that it is required to do so in order to comply with its duties to the Company's shareholders under applicable Law. The Proxy Statement will include a copy of the written opinion of Deutsche Banc Alex. Xxxxx. No amendment or supplement to the Proxy Statement will be made without the approval of each of Parent, Merger Sub and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Parent, Merger Sub and the Company will advise the other, promptly after it receives notice thereof, or of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. The information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto thereto) is first mailed to the stockholders of the Company, (orii) the time of the Company Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the case of an amendment, supplement or definitive form of the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that does not materially differ from should be set forth in an amendment or a supplement to the previously provided Proxy Statement, as far in advance as the Company shall promptly inform Parent and Merger Sub. All documents that the Company is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed responsible for filing with the SEC such comments in connection with the transactions contemplated hereby will comply as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by to form and substance in all material respects with the Noteholderapplicable requirements Law, including Delaware Corporate Law, the Securities Act and the Exchange Act. The Company information supplied by Parent and Merger Sub for inclusion in the Proxy Statement shall use its commercially reasonable efforts to not, at (Ai) clear the time the Proxy Statement (or any comments provided by the SEC with respect amendment of or supplement to the Proxy Statement as promptly as reasonably practicable after receipt thereofStatement) are first mailed to the stockholders the Company, (ii) the time of the Company Stockholders Meeting, and (Biii) mail the Effective Time, contain any untrue statement of a material fact or otherwise deliver (or cause fail to state any material fact required to be mailed or otherwise delivered) stated in the Proxy Statement or necessary in order to make the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent or Merger Sub that should be set forth in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends an amendment or a supplement to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement, Parent and Merger Sub shall promptly inform the Company. All documents that Parent and Merger Sub are responsible for filing in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of Law, including Delaware Corporate Law, the Securities Act and the Exchange Act. The board of directors of the Company shall not withdraw, qualify or modify information supplied by any party for inclusion in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify another party's Other Filing will be true and correct in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersall material respects.
Appears in 1 contract
Proxy Statement. The If required under applicable law, the Company agrees shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Offer, and use its all commercially reasonable efforts to prepare have the Proxy Statement cleared by the SEC. Parent and file with Merger Subsidiary shall promptly furnish to the SEC as soon as practicable a proxy statement to Company all information concerning Parent and Merger Subsidiary that may be sent to holders of the Common Stock required or reasonably requested in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereofaction contemplated by this Section 5.10. Parent, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval Merger Subsidiary and such other matters as the Company shall cooperate with each other in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing preparation of the Proxy Statement or any amendment or supplement thereto (orStatement, in and the case of an amendment, supplement or definitive form Company shall notify Parent of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by of the SEC with respect to the Proxy Statement as and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any Representative of the Company and the SEC. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as reasonably practicable after receipt thereofthe Proxy Statement has been cleared by the SEC, and (B) the Company shall mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders stockholders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the . The Proxy Statement in preliminary form has been filed with shall include the SEC if recommendation by the SEC has not informed Board of Directors of the Company that it intends the Company’s stockholders vote to review approve the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersMerger and this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Prima Energy Corp)
Proxy Statement. The Company agrees If required by Nasdaq Listing Rules for the issuance of the Parent Shares, including, but not limited to use its commercially reasonable efforts to Listing Rule 5635, as promptly as practicable after the date hereof, and in consultation with Vendors’ Representative, Parent shall prepare and file with the SEC as soon as practicable a proxy statement (as amended or supplemented from time to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereoftime, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”) calling a special meeting of Parent’s stockholders (the “Stockholder Meeting”) in accordance with its certificatearticles of incorporation and by-laws seeking the approval of the Parent’s stockholders of Parent for the transactions contemplated by this Agreement and the other Transaction Documents, and the Corporation and the Vendors’ Representation shall use their commercially reasonable efforts to obtain and furnish to Parent any financial and other information about the Corporation required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder to be included in the Proxy Statement all in accordance with and as required by Parent’s certificatearticles of incorporation and by-laws, applicable Law and any applicable rules and regulations of the SEC and Nasdaq. In connection with the Proxy Statement, Parent will also file with the SEC all financial and other information about Parent, the Corporation and the transactions contemplated by this Agreement and the other Transaction Documents in accordance with applicable proxy solicitation rules set forth in Parent’s certificatearticles of incorporation and by-laws, applicable lawLaw and any applicable rules and regulations of the SEC and Nasdaq (such Proxy Statement, together with any additional soliciting materials, supplements, amendments and/or exhibits thereto, the “Proxy Documents”). The Except with respect to the financial and other information provided by or on behalf of the Corporation for inclusion in the Proxy Documents, Parent shall ensure that, when filed, the Proxy Statement shall and other Proxy Documents will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company willParent shall cause the Proxy Documents to be disseminated as promptly as practicable after receiving clearance from the SEC to Parent’s equity holders as and to the extent such dissemination is required by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”). Subject to any information provided for inclusion therein by the Corporation, Parent shall cause the Proxy Documents to comply in all material respects with the Federal Securities Laws. Parent shall provide copies of the proposed forms of the Proxy Documents (1including, in each case, any amendments or supplements thereto) at least five (5) Business Days to the Corporation such that the Corporation and its Representatives are afforded a reasonable amount of time prior to the initial anticipated dissemination or filing thereof to review such material and comment thereon prior to such dissemination or filing, and Parent shall reasonably consider in good faith any comments of the Proxy Statement or Corporation and its Representatives. Parent shall respond promptly to any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form comments of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC staff with respect to the Proxy Statement Documents and promptly correct any information provided by it for use in the Proxy Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. Parent shall amend or supplement the Proxy Documents and cause the Proxy Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Parent stockholders of Parent, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and Parent’s certificatearticles of incorporation and by-laws. Parent shall provide the Corporation and its Representatives with copies of any written comments, and shall inform them of any material oral comments, that Parent or any of its Representatives receive from the SEC or its staff with respect to the Proxy Documents promptly after the receipt of such comments and shall give the Corporation a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. As promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to has “cleared” comments from the holders of SEC, Parent shall cause the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the definitive Proxy Statement in preliminary form has been to be filed with the SEC and disseminated to Parent stockholders, and shall duly call, give notice of, convene and hold the Stockholder Meeting. On or before July 15, 2019, Parent shall advise the Corporation in writing if the SEC has not informed the Company that it intends Parent Stockholder Approval and/or a Stockholder Meeting is required pursuant to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersthis Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Inpixon)
Proxy Statement. The (a) As promptly as practicable following the date hereof, Buyer shall prepare, and as promptly as practicable following receipt of the Required Financial Statements and the other information relating to the Company agrees required to use its commercially reasonable efforts to prepare and be included in the Proxy Statement, Buyer shall file with the SEC as soon as practicable SEC, in preliminary form, a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting transactions contemplated hereby (the “Proxy Statement”). The Proxy Statement shall comply as ) and provide its shareholders with the opportunity to form redeem their Buyer Shares pursuant to the Buyer Class A Redemption in all material respects accordance with the applicable provisions terms of Buyer Articles of Association, any related agreements of Buyer or its Affiliates, applicable Law and any applicable rules and regulations of the Exchange Act SEC and NYSE. Buyer shall use reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations thereunderof the SEC. The Company willIn the Proxy Statement, Buyer shall (1i) solicit proxies from its shareholders to vote at least five the Buyer Shareholders Meeting in favor of (5A) Business Days prior all shareholder approvals required by the rules of the NYSE with respect to the initial anticipated filing issuance of Buyer Shares in connection with the Financing and (B) any other proposals the Buyer deems necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Transaction Proposals”), and (ii) file with the SEC financial and other information about the transactions contemplated hereby in accordance with Regulation 14A of the Exchange Act. Buyer may include in the Proxy Statement matters to be acted on by Buyer’s shareholders at the Buyer Shareholder Meeting other than the Transaction Proposals, it being understood that the approval of any such other matters shall not be conditions to or otherwise delay or hinder, the consummation of the transactions contemplated by this Agreement. Buyer shall promptly respond to any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of SEC comments on the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) shall otherwise use its commercially reasonable best efforts to address in each such document prior to being so filed with seek the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days completion of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided review by the SEC with respect to of the Proxy Statement as promptly as reasonably practicable after receipt thereof, and practicable.
(Bb) mail or otherwise deliver (or Buyer shall cause to be mailed or otherwise delivered) the Proxy Statement to the holders be mailed to its shareholders of record, as of the Company’s Common Stock promptly after, and hold record date to be established by the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall Buyer, promptly following (A) in the event the preliminary Proxy Statement is not withdrawreviewed by the SEC, qualify or modify the expiration of the waiting period in a manner adverse to Rule 14a-6(a) under the NoteholdersExchange Act, or publicly propose to withdraw(B) in the event the preliminary Proxy Statement is reviewed by the SEC, qualify receipt of oral or modify in a manner adverse to the Noteholders, its recommendation written notification of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent completion of the Noteholdersreview by the SEC.
Appears in 1 contract
Proxy Statement. The (a) Sub, Parent and the Company agrees to use its commercially reasonable efforts to prepare shall cooperate and prepare, and the Company shall file with the SEC as soon as practicable practicable, a proxy statement with respect to be sent to holders the Special Meeting of the Common Stock shareholders of the Company in connection with a meeting the Merger (the "PROXY STATEMENT"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of the record of Company Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”)Class A Stock. The Proxy Statement Company shall comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunderof the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and make such other filings with the SEC in connection with the transactions contemplated hereby, and each party shall furnish to the other such information relating to it and its Affiliates and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Company's Board of Directors in favor of the Merger (subject to the right of the Board of Directors to withdraw or modify its recommendation with respect to the Merger as provided in Section 6.4(a)). The Company willshall use all reasonable efforts, and Sub and Parent will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto.
(1b) at least five (5) Business Days prior No amendment or supplement to the initial anticipated filing Proxy Statement shall be made by Sub, Parent, or the Company without the approval of all other parties. The Company shall advise Sub and Parent of any request by the SEC for amendment of the Proxy Statement or any amendment comments thereon and responses thereto or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided requests by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersadditional information.
Appears in 1 contract
Samples: Merger Agreement (Angeion Corp/Mn)
Proxy Statement. The Company agrees (a) As promptly as reasonably practicable after the date of this Agreement, the Parent shall cause to use its commercially reasonable efforts to prepare be prepared and filed with the SEC the Proxy Statement in preliminary 56 DB1/ 97944280.20
(b) At any time from (and including) the initial filing with the SEC of the Proxy Statement, Parent shall file with the SEC any amended Proxy Statement so long as soon as practicable Parent has provided to the Company a proxy statement to be sent to holders draft copy of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The initial preliminary Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days days prior to any filing thereof and any supplement or amendment at least five days prior to any filing thereof. Parent shall use all commercially reasonable best efforts to have the Proxy Statement approved as promptly as practicable after such filing and as necessary to consummate the Merger and the other transactions contemplated hereby. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any jurisdiction) required to be taken under any applicable state securities laws in connection with the issuance of shares of Parent Common Stock in the Merger and the Company shall furnish all information concerning the Company, and use its commercially reasonable best efforts to cause its Members to furnish any information concerning such Members, as may be reasonably requested in connection with any such action. Promptly after the approval of the preliminary Proxy Statement, Parent shall cause the definitive Proxy Statement to be mailed to its stockholders, and if necessary, after the definitive Proxy Statement has been mailed, promptly circulate amended, supplemented or supplemental proxy materials and, if required in connection therewith, re-solicit proxies or written consents, as applicable. If at any time prior to the initial anticipated filing Effective Time, the officers and directors of Parent discover any statement which, in light of the circumstances to which it is made, is false or misleading with respect to a material fact or omits to state a material fact necessary to make the statement made in the Proxy Statement not misleading, then Parent shall immediately notify of such misstatements or omissions. Parent shall advise the Company promptly after it receives notice thereof, of the time when the definitive Proxy Statement or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or any amendment comments thereon and responses thereto or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided requests by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statementadditional information. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.7.17
Appears in 1 contract
Samples: Merger Agreement (Independence Contract Drilling, Inc.)
Proxy Statement. The (a) As promptly as practicable following the execution and delivery of this Agreement, Parent shall prepare and file with the SEC, in preliminary form, the Proxy Statement and provide therein the holders of Parent Common Stock the opportunity to elect redemption of their Parent Common Stock in connection with the Parent Common Stockholders Meeting, as required by the Organizational Documents of Parent. Each of Parent and the Company agrees to shall use its commercially reasonable efforts to prepare and file with to: (i) cause the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall to comply as to form in all material respects with the applicable provisions rules and regulations promulgated by the SEC; and (ii) promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff.
(b) Parent shall provide the holders of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Special Meeting, as required by Parent’s Organizational Documents (the “Common Stockholder Redemption”).
(c) Without limitation, in the Proxy Statement, Parent shall solicit proxies from holders of Parent Common Stock to vote at the Parent Common Stockholders Meeting in favor of (i) the adoption of this Agreement and the approval of the transactions contemplated hereby pursuant to Section 251 of the DGCL, (ii) approval for purposes of the rules and regulations of NASDAQ or NYSE of the issuance of equity securities as part of the Merger Consideration, including the Holdback Releases, (iii) the approval for purposes of the rules and regulations of NASDAQ of the issuance of equity securities as part of the Supplemental Financings, (iv) the material differences between the constitutional documents of Parent that will be in effect upon the Effective Time and Parent’s current amended and restated certificate of incorporation, (v) an incentive compensation plan for employees of Parent and its Subsidiaries that will be in place at the Closing (the “Parent Incentive Plan”) and (vi) any other proposals the Parties deem necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Transaction Proposals”). The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder.
(d) After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by Parent and the Company, Parent shall file the Proxy Statement in definitive form with the SEC in accordance with the rules and regulations under the Exchange Act and mail the Proxy Statement to holders of record of Parent Common Stock, as of the record date to be established by the board of directors of Parent. The Each of the Company will, (1) at least five (5) Business Days prior and Parent shall furnish all information concerning such Party and its Affiliates to the initial anticipated other Party, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any amendment request from the SEC for amendments or supplement thereto supplements to the Proxy Statement and shall provide the Company with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Parent (orwith the Company’s reasonable cooperation) shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement.
(e) Prior to filing with the SEC or mailing to Parent’s stockholders, in Parent will make available to the case of an amendment, supplement or definitive form Company drafts of the Proxy Statement that does Statement, both preliminary and final (including any amendments or supplements thereto) and will provide the Company with a reasonable opportunity to comment on such drafts, shall consider such comments in good faith and shall accept all reasonable additions, deletions or changes suggested by the Company in connection therewith. Parent shall not materially differ file any such documents with the SEC (including response to any comments from the previously provided SEC with respect thereto) without the prior written consent (e-mail is sufficient) of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Parent will advise the Company promptly after receipt of notice thereof, of (i) if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (ii) the filing of any supplement or amendment to the Proxy Statement, as far in advance as is reasonably practicable in (iii) any request by the circumstancesSEC for amendment of the Proxy Statement, (iv) any comments from the SEC relating to the Proxy Statement and responses thereto (whether written or oral), furnish to the Noteholders copies of such documents proposed to be filed and or (2viii) use its commercially reasonable efforts to address in each such document prior to being so filed with requests by the SEC such for additional information. Parent shall promptly respond to any SEC comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by on the Noteholder. The Company Proxy Statement and shall use its commercially reasonable efforts to (A) clear any comments provided have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any comments or material requests from the SEC, Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts (including the proposed final version of such document or response).
(f) Each of Parent and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, as of the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to the Parent Stockholders, at the time of the Parent Common Stockholders Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Parent Common Stockholders Meeting there shall be discovered any information 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information. If, at any time prior to the Effective Time, the Company discovers any information, event or circumstance relating to the Company, its Subsidiaries or any of their respective Affiliates, officers, directors or employees that should be set forth in an amendment or a 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Parent of such information, event or circumstance and shall promptly provide all information required for Parent to transmit to the holders of its capital stock an amendment or supplement to the Proxy Statement containing such information.
(g) Subject to compliance by the Company with its obligations under this Section 6.11 and provision by the Company on a timely basis of such information that may be required in order for Parent to comply with this Section 6.11(g), Parent shall make all necessary filings with respect to the transactions contemplated hereby under the Securities Act, the Exchange Act and applicable “blue sky” Laws and any rules and regulations thereunder.
(h) The Company shall promptly provide Parent with all information (including applicable financial statements prepared in accordance with Regulation S-X of the SEC to the extent required by the applicable forms of the Proxy Statement as promptly as Statement) concerning the Company and its Subsidiaries reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) requested by Parent for inclusion in the Proxy Statement and any amendment or supplement to the Proxy Statement (if any). The Company shall cause the officers and employees of the Company and its Subsidiaries to be reasonably available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC.
(i) Parent shall use its reasonable best efforts to (i) cause the shares of Parent Common Stock to be issued to the Pre-Closing Holders to be approved for listing on NASDAQ or NYSE upon issuance, (ii) cause the shares of Parent Common Stock to be issued to the holders of the Company’s Parent Class B Common Stock promptly after, and hold the Stockholders Meeting to be approved for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days afterlisting on NASDAQ or NYSE upon issuance, (xiii) cause the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends shares of Parent Common Stock to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors be issued upon exercise of the Company shall not withdraw, qualify Parent Warrants to be approved for listing on NASDAQ or modify in a manner adverse NYSE upon issuance and (iv) make all necessary and appropriate filings with NASDAQ or NYSE and undertake all other steps reasonably required prior to the Noteholders, or publicly propose Closing Date to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholderseffect such listings.
Appears in 1 contract
Proxy Statement. The As promptly as practicable after the execution of this Agreement, Parent, Merger Sub and the Company agrees to use its commercially reasonable efforts to shall jointly prepare and the Company shall file with the SEC as soon as practicable a the proxy statement of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be sent held to holders consider approval and adoption of this Agreement and the Merger. Substantially contemporaneously with the filing of the Common Stock Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). Parent, Merger Sub or the Company, as the case may be, shall furnish all information concerning Parent, Merger Sub or the Company as the other party may reasonably request in connection with a meeting of holders such actions and the preparation of the Common Stock Proxy Statement and any other filings required to be made in connection within this Agreement and the transactions contemplated hereby (including any adjournment or postponement thereofcollectively, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”"Other Filings"). The As promptly as practicable the Proxy Statement will be mailed to the stockholders of the Company. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and of 1933, as amended (the "Securities Act"), (iii) the rules and regulations thereunderof the NASD and (iv) Delaware Corporate Law. The Proxy Statement shall include the recommendation of the Board of Directors of the Company willto the stockholders of the Company that such stockholders vote in favor of the adoption of this Agreement and the Merger; provided, (1) however, that subject to Section 5.10(b), the Board of Directors of the Company may, at least five (5) Business Days any time prior to the initial anticipated filing Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in its good faith judgment that it is required to do so in order to comply with its duties to the Company's shareholders under applicable Law. The Proxy Statement will include a copy of the written opinion of Deutsche Banc Alex. Brown. No amendment or supplement to the Proxy Statement wxxx xe made without the approval of each of Parent, Merger Sub and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Parent, Merger Sub and the Company will advise the other, promptly after it receives notice thereof, or of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. The information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto thereto) is first mailed to the stockholders of the Company, (orii) the time of the Company Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the case of an amendment, supplement or definitive form of the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that does not materially differ from should be set forth in an amendment or a supplement to the previously provided Proxy Statement, as far in advance as the Company shall promptly inform Parent and Merger Sub. All documents that the Company is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed responsible for filing with the SEC such comments in connection with the transactions contemplated hereby will comply as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by to form and substance in all material respects with the Noteholderapplicable requirements Law, including Delaware Corporate Law, the Securities Act and the Exchange Act. The Company information supplied by Parent and Merger Sub for inclusion in the Proxy Statement shall use its commercially reasonable efforts to not, at (Ai) clear the time the Proxy Statement (or any comments provided by the SEC with respect amendment of or supplement to the Proxy Statement as promptly as reasonably practicable after receipt thereofStatement) are first mailed to the stockholders the Company, (ii) the time of the Company Stockholders Meeting, and (Biii) mail the Effective Time, contain any untrue statement of a material fact or otherwise deliver (or cause fail to state any material fact required to be mailed or otherwise delivered) stated in the Proxy Statement or necessary in order to make the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent or Merger Sub that should be set forth in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends an amendment or a supplement to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement, Parent and Merger Sub shall promptly inform the Company. All documents that Parent and Merger Sub are responsible for filing in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of Law, including Delaware Corporate Law, the Securities Act and the Exchange Act. The board of directors of the Company shall not withdraw, qualify or modify information supplied by any party for inclusion in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify another party's Other Filing will be true and correct in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersall material respects.
Appears in 1 contract
Proxy Statement. The Company agrees (a) As promptly as practicable after the Closing Date (but not later than May 26, 2022 or such later date as may be unanimously agreed to use its commercially reasonable efforts to prepare and by the Parent Board), Parent shall file with the SEC as soon as practicable a proxy statement relating to the Parent Stockholders’ Meeting to be sent to holders of the Common Stock held in connection with a meeting of holders of the Common Stock Parent Stockholder Matters (including together with any adjournment amendments thereof or postponement thereofsupplements thereto, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Parent shall deliver to the Company a draft of the Proxy Statement in form and substance reasonably satisfactory to the Company prior to the Closing Date. Parent shall (i) cause the Proxy Statement to comply with all applicable rules and regulations promulgated by the SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement.
(b) Parent covenants and agrees that the Proxy Statement (and the letters to stockholders, notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the requirements of applicable provisions U.S. federal securities Laws and the DGCL, and (ii) 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 made therein, in light of the Exchange Act and the rules and regulations thereunder. The Company willcircumstances under which they were made, not misleading.
(1c) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) Parent shall use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Companybe mailed to Parent’s Common Stock stockholders as promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day as practicable after the Proxy Statement in preliminary form has been filed with the SEC if and either (i) the SEC has not informed the Company indicated that it intends does not intend to review the Proxy Statement by such 10th calendar day or that its review of the Proxy Statement has been completed or (yii) at least ten (10) days shall have passed since the 10th calendar day after Proxy Statement was filed with the SEC has informed without receiving any correspondence from the Company SEC commenting upon, or indicating that it has no further comments on intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the DGCL. The board If Parent, First Merger Sub, Second Merger Sub or the Surviving Entity become aware of directors of the Company shall not withdrawany event or information that, qualify or modify in a manner adverse pursuant to the NoteholdersSecurities Act or the Exchange Act, should be disclosed in an amendment or publicly propose to withdraw, qualify or modify in a manner adverse supplement to the NoteholdersProxy Statement, its recommendation of as the Shareholder Approvals. The Company case may be, then such Party, as the case may be, shall not postpone promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or adjourn supplement with the Stockholders Meeting without SEC and, if appropriate, in mailing such amendment or supplement to the consent of the NoteholdersParent stockholders.
Appears in 1 contract
Proxy Statement. The (a) As promptly as reasonably practicable after the date hereof (and in any event within twenty (20) Business Days after the date hereof), the Company agrees to use its commercially reasonable efforts to shall prepare and file with the SEC as soon as practicable a preliminary proxy statement relating to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Proxy Statement , and each of the Company and Parent shall, or shall comply as to form in all material respects cause their respective Affiliates to, prepare and file with the applicable provisions of SEC all other documents required by the Exchange Act in connection with the Merger and the rules other transactions contemplated hereby, and regulations thereunder. The Parent and the Company will, (1) at least five (5) Business Days prior to shall cooperate with each other in connection with the initial anticipated filing preparation of the Proxy Statement or and any amendment or supplement thereto (orsuch other filings. Except as permitted by Section 5.2, in the case of an amendment, supplement or definitive form of the Proxy Statement shall include the Company Recommendation; provided, that does not materially differ from if the previously Company Board shall have effected a Change of Recommendation in accordance with Section 5.2, then in submitting this Agreement to the Company’s stockholders, the Company Board may submit this Agreement to the Company’s stockholders without the Company Recommendation, in which event the Company Board may communicate the basis for its lack of recommendation to the Company’s stockholders in the Proxy Statement or an appropriate amendment thereof or supplement thereto. Parent agrees to provide or cause to be provided all information with respect to itself, its Affiliates and their respective Representatives as may be reasonably requested by the Company for inclusion in the Proxy Statement, Statement and any such other filings.
(b) Each party shall as far in advance promptly as is reasonably practicable in notify the circumstances), furnish to other parties of the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as promptly as reasonably practicable provide to the other party copies of all written correspondence with the SEC with respect to the Proxy Statement or the transactions contemplated hereby. The Company and Parent shall each use its reasonable best efforts to (i) promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and to make any amendments or filings as may be necessary in connection therewith and (ii) have the Proxy Statement cleared by the SEC staff as soon as reasonably practical after such filing. The Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with date the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company staff advises that it has no further comments on thereon or that the Company may commence mailing the Proxy Statement. The board .
(c) Subject to applicable Law, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment thereof or supplement thereto) or responding to any comments of directors the SEC with respect thereto, the Company shall (unless and until a Change of Recommendation has occurred or in connection with the matters described in Section 5.2) provide Parent with an opportunity to review and comment on (which comments shall be made promptly) such document or response and shall consider in good faith including in such document or response comments reasonably proposed by Parent.
(d) If, at any time prior to the receipt of the Stockholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which, in the reasonable judgment of the Company or Parent, as the case may be, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that the Proxy Statement would 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, the party that discovers such information shall not withdrawpromptly notify the other parties hereto, qualify and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment of, or modify in a manner adverse supplement to, the Proxy Statement and, to the Noteholdersextent required by applicable Law, in disseminating the information contained in such amendment or publicly propose to withdraw, qualify or modify in a manner adverse supplement to the Noteholders, its recommendation stockholders of the Shareholder ApprovalsCompany. The Nothing in this Section 5.3(d) shall limit the rights or obligations of any party under any other paragraph of this Section 5.3.
(e) All documents that the Company shall not postpone or adjourn is responsible for filing with the Stockholders Meeting without SEC in connection with the consent Merger will comply as to form and substance in all material respects with the applicable requirements of the NoteholdersExchange Act.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (a) As promptly as practicable after the Closing Date, but in any case, no later than ten (10) Business Days following the filing of Parent’s annual report on Form 10-K for the year ended December 31, 2023, Parent shall prepare and file with the SEC as soon as practicable a proxy statement relating to the Parent Stockholder Meeting to be sent to holders of the Common Stock held in connection with a meeting of holders of the Common Stock Parent Stockholder Matters (including together with any adjournment amendments thereof or postponement thereofsupplements thereto, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Parent shall use its reasonable best efforts to (i) cause the Proxy Statement shall to comply with applicable rules and regulations promulgated by the SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement.
(b) Parent covenants and agrees that the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the requirements of applicable provisions of the Exchange Act U.S. federal securities Laws and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofDGCL, and (Bii) mail will not contain any untrue statement of a material fact or otherwise deliver (or cause omit to state any material fact required to be mailed stated therein or otherwise deliverednecessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
(c) Parent shall use reasonable best efforts to cause the Proxy Statement to the holders of the Companybe mailed to Parent’s Common Stock stockholders as promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day as practicable after the Proxy Statement in preliminary form has been filed with the SEC if and either (i) the SEC has not informed the Company indicated that it intends does not intend to review the Proxy Statement by such 10th calendar day or that its review of the Proxy Statement has been completed or (yii) at least ten (10) days shall have passed since the 10th calendar day after Proxy Statement was filed with the SEC has informed without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the DGCL. If Parent, First Merger Sub, Second Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent stockholders.
(d) The Parties shall reasonably cooperate with each other and provide, and shall use reasonable best efforts to cause their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party that it has no further comments on is required by Law to be included in the Proxy Statement or reasonably requested by the Other Party to be included in the Proxy Statement. The board of directors of If at any time the information provided in the Proxy Statement has or will become “stale” and new information should, as determined by Parent acting reasonably, be disclosed in an amendment or supplement to the Proxy Statement, the Parent shall promptly inform the Company thereof and each such Party shall not withdrawcooperate with one another, qualify and shall use reasonable best efforts to cause their accounting and other outside professionals to so cooperate, (i) in providing the financial reporting necessary for such filing and (ii) in filing such amendment or modify in a manner adverse supplement with the SEC (and, if related to the NoteholdersProxy Statement, mailing such amendment or publicly propose to withdraw, qualify or modify in a manner adverse supplement to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersParent stockholders).
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to prepare and file with the SEC as soon (a) As promptly as practicable after the date of this Agreement (and in any event by September 15, 2009), the Company shall prepare, and Parent shall provide reasonable cooperation to the Company in the preparation of, a proxy statement to be sent to holders of the Common Stock Company’s stockholders in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Stockholders’ Meeting (the “Proxy Statement”). The Company shall: (i) cause the Proxy Statement shall to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The promulgated by the SEC; (ii) provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement; (iii) promptly cause the Proxy Statement to be filed with the SEC; (iv) promptly provide Parent with copies of all correspondence between the Company willor any of its Representatives, on the one hand, and the SEC or its staff, on the other hand; (1v) at least five (5) Business Days prior promptly notify Parent upon the receipt of any comments or requests from the SEC or its staff with respect to the initial anticipated filing Proxy Statement; (vi) provide Parent with a reasonable opportunity to review and comment on any subsequent drafts of the Proxy Statement or and any amendment or supplement thereto (orrelated correspondence and filings, and include in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ and in any such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly (and in any event within three business days) respond to any comments or requests of the SEC or its staff; and (viii) cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable following the date of this Agreement (and in any event within five business days after the earlier of (x) notification from the previously provided SEC that the SEC will not review the Proxy Statement, as far in advance as is reasonably practicable in (y) expiration of the circumstances), furnish to ten calendar day period provided by Rule 14a-6 under the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document Exchange Act if on or prior to being so filed with such expiration the SEC such has not provided comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company indicated that it intends to review the Proxy Statement by provide such 10th calendar day or comments and (yz) the 10th calendar day after the resolution of any SEC has informed the Company that it has no further comments on with respect to the Proxy Statement). The board To the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of directors the Contemplated Transactions.
(b) If any event relating to the Company or any of its Subsidiaries occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall not withdrawpromptly inform Parent of such event or information and shall, qualify or modify in a manner adverse to accordance with the Noteholdersprocedures set forth in Section 5.1(a), or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.(i)
Appears in 1 contract
Proxy Statement. (a) The Parent shall within 45 days of the later of the (i) Execution Date (ii) delivery of Company agrees to use its commercially reasonable efforts to Audited Financial Statements, and (iii) execution of the Divestiture Agreement, prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with the transactions contemplated hereby, a preliminary proxy statement of the Parent relating to the meeting of holders the stockholders of the Common Stock Parent to be held for the purposes of obtaining the Parent Stockholder Approval (including any postponement, adjournment or postponement recess thereof, the “Parent Stockholders Meeting”) therein, and any amendments or supplements thereto necessary to consider complete the NYSE American Approval, review of such proxy statement by the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting SEC (the “Preliminary Proxy Statement”). The Parties shall cooperate in preparing and filing with SEC the Preliminary Proxy Statement (or such other filings as may be necessary under applicable Law). The Parent shall disseminate a definitive proxy statement (the “Definitive Proxy Statement”) to the holders of Parent Common Stock as promptly as reasonably practicable following completion of the review of the Preliminary Proxy Statement by the SEC. Newtek shall furnish all information concerning Newtek or the Company as may be reasonably requested by the Parent or required by applicable Law in connection with the preparation and filing of the Preliminary Proxy Statement and the Definitive Proxy Statement and any necessary amendments or supplements thereto (or such other filings as may be necessary under applicable Law). The Parent shall, as promptly as practicable after the receipt thereof, provide Newtek with copies of any written comments and advise Newtek of any oral comments with respect to the Preliminary Proxy Statement received by the Parent from the SEC, including any request from the SEC for amendments or supplements thereto (or such other filings as may be necessary under applicable Laws), and shall promptly provide Newtek with copies of all other material or substantive correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Notwithstanding the foregoing, prior to filing the Preliminary Proxy Statement or responding to any comments of the SEC with respect thereto, the Parent shall promptly provide Newtek and their counsel a reasonable opportunity to review such document or response (including the proposed final version of such document or response) and consider in good faith the comments of Newtek in connection with any such document or response. The Parent and its respective Representatives shall not agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Preliminary Proxy Statement or Definitive Proxy Statement prior to consulting with Newtek and, to the extent permitted by the SEC, allow Newtek or its Representatives to participate.
(b) The Parties each agree, as to itself and its Affiliates, that none of the information supplied or to be supplied by it or its Affiliates, directors, officers, employees or agents for inclusion or incorporation by reference in the Definitive Proxy Statement will, at the date it is first mailed to stockholders of the Parent and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Parent shall cause the Definitive Proxy Statement to comply as to form in all material respects with the applicable provisions of the Securities Act or the Exchange Act Act, as applicable, and the rules and regulations thereunder. The ; provided, however, that no representation is made by the Parent with respect to statements made therein based on information supplied by Newtek or the Company willspecifically for inclusion or incorporation by reference therein.
(c) If, (1) at least five (5) Business Days any time prior to the initial anticipated filing Parent Stockholders Meeting, any information relating to Newtek, the Company, the Parent, or any of their respective Affiliates, officers or directors, should be discovered by any of Newtek or the Company, on the one hand, or Parent, on the other hand, that should be set forth in an amendment or supplement to the Definitive Proxy Statement or Definitive Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and the Parent shall promptly prepare and file with the SEC an appropriate amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of describing such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersinformation.
Appears in 1 contract
Samples: Merger Agreement (Paltalk, Inc.)
Proxy Statement. (a) As promptly as practicable after the delivery of the PCAOB Audited Financials by the Company to DFB Healthcare, DFB Healthcare shall prepare and file with the SEC the proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of DFB Healthcare soliciting proxies from such stockholders to obtain the DFB Healthcare Stockholder Approval at the meeting of DFB Healthcare’s stockholders (the “DFB Healthcare Stockholders’ Meeting”) to be held to consider approval and adoption of (i) this Agreement, (ii) the issuance of DFB Healthcare Common Stock pursuant to the Deerfield PIPE Agreement, (iii) the A&R DFB Healthcare COI, (iv) the reservation of DFB Healthcare Common Stock issuable to the Company Unitholders and the Blocker Sellers hereunder as Contingent Consideration and issuable to the Company Unitholders pursuant to the Surviving Company LLC Agreement and the Exchange Agreement, (v) the New Stock Incentive Plan, (vi) the New ESPP, (vii) a proposal to adjourn the DFB Healthcare Stockholders’ Meeting, as necessary, to solicit additional proxies if there are not sufficient votes at the time of the DFB Healthcare Stockholders’ Meeting to approve the foregoing proposals, and (viii) any other proposals the parties deem necessary to effectuate the Merger or as may be mutually agreed upon by the Company and DFB Healthcare. The Company agrees shall furnish all information concerning the Company as DFB Healthcare may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after finalization of the Proxy Statement, DFB Healthcare shall mail the Proxy Statement to its stockholders.
(b) Prior to filing with the SEC, DFB Healthcare will make available to the Company drafts of the Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. DFB Healthcare shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). DFB Healthcare will advise the Company promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement; (E) the issuance of any stop order by the SEC; (F) any request by the SEC for amendment of the Proxy Statement; (G) any comments from the SEC relating to the Proxy Statement and responses thereto; and (H) requests by the SEC for additional information. DFB Healthcare shall promptly respond to any SEC comments on the Proxy Statement and shall use its commercially reasonable efforts to prepare have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any requests or comments from the SEC, DFB Healthcare will make available to the Company drafts of any such response and file provide the Company with a reasonable opportunity to comment on such drafts. DFB Healthcare shall make all necessary filings, if any with respect to the transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable Blue Sky Laws, and any rules and regulations thereunder.
(c) If, at any time prior to the Effective Time, any event or circumstance relating to DFB Healthcare or Merger Sub, or their respective officers or directors or otherwise supplied by DFB Healthcare or Merger Sub for inclusion in the Proxy Statement, should be discovered by DFB Healthcare which should be set forth in an amendment or a supplement to the Proxy Statement, DFB Healthcare shall promptly inform the Company. All documents that DFB Healthcare is responsible for filing with the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment Merger or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(d) The Company represents that the information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of DFB Healthcare, (ii) the time of the DFB Healthcare Stockholders’ Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail 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, however, that no representation is made herein with respect to any information supplied or to be supplied by DFB Healthcare for inclusion in the Proxy Statement. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers, managers or directors or otherwise supplied by the Company for inclusion in the Proxy Statement, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform DFB Healthcare. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable provisions requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. The Notwithstanding the foregoing, DFB Healthcare acknowledges that it has received from the Company willcertain projections and other forecasts, (1) at least five (5) Business Days prior including, without limitation, projected financial statements, cash flow items, certain business plan information and other data related to the initial anticipated filing Company. DFB Healthcare acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts and plans, DFB Healthcare is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the Proxy Statement or any amendment or supplement thereto (oradequacy and accuracy of all projections, in forecasts and plans so furnished to it and the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as Company is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed making no representation and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC have no claim against anyone with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders any of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersforegoing.
Appears in 1 contract
Samples: Merger Agreement (DFB Healthcare Acquisitions Corp.)
Proxy Statement. The (a) As promptly as reasonably practicable following the date of this Agreement (but in any case within thirty (45) days of the date of this Agreement), the Company agrees to use its commercially reasonable efforts to shall prepare and file shall cause to be filed with the SEC as soon as practicable a proxy statement (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the Shareholders Meeting to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) held to consider the NYSE American Approval, adoption and approval of this Agreement and the Delaware Charter Approval transactions contemplated hereby (including the Merger and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”Plan of Merger). The Company shall include, except to the extent permitted by Sections 5.04 and 6.04 hereof, the text of this Agreement, the Company Board Recommendation and any other documents required to be included in the Proxy Statement pursuant to applicable Law.
(b) The Buyer covenants and agrees that none of the information provided by it with respect to the Buyer or its Subsidiaries to be included in the Proxy Statement will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(c) The Company, the Buyer and NewCo shall cooperate and consult with each other in preparation of the Proxy Statement, and the Company will provide the Buyer a reasonable opportunity for review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Proxy Statement shall comply as be mutually satisfactory to form in all material respects with the applicable provisions Buyer and the Company. Without limiting the generality of the foregoing, each of the Buyer and NewCo will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations thereunderpromulgated thereunder to be set forth in the Proxy Statement. The Each of the Company will, and the Buyer shall promptly (1i) at least five (5) Business Days prior notify the other of the receipt of any comments from the SEC with respect to the initial anticipated filing of the Proxy Statement and of any request by the SEC for amendments of, or any amendment or supplement thereto (orsupplements to, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in and (ii) provide the circumstances), furnish to the Noteholders other with copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed all filings made with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by and all correspondence between the NoteholderCompany and the SEC with respect to the Proxy Statement. The Company shall use its commercially reasonable efforts Commercially Reasonable Efforts to (A) clear any respond to and resolve all comments provided by from the SEC with respect to the Proxy Statement as promptly as reasonably practicable.
(d) As promptly as reasonably practicable after receipt thereof, (i) the Proxy Statement has been cleared by the SEC and (Bii) either the final determination of the Aggregate Response Estimate Amount or the Buyer’s agreement in writing that no amount of any Response Estimate shall be deducted from the Per Share Merger Consideration, the Company shall mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Company Common Stock and, unless the Board of Directors of the Company withdraws or modifies the Company Board Recommendation in accordance with Sections 5.04 and 6.04 hereof, shall use Commercially Reasonable Efforts to solicit proxies and votes in favor of the approval and adoption of this Agreement and the transactions contemplated hereby (including the Merger and the Plan of Merger). If at any time prior to the Effective Time any event or circumstance relating to the Company or the Buyer or any of either the Company or Buyer's Subsidiaries, or their respective officers or directors, should be discovered by the Company or the Buyer, respectively, which, pursuant to the Securities Act or Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly afterinform the other. Each of the Buyer, NewCo and hold the Stockholders Meeting Company agree to correct any information provided by it for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after use in the Proxy Statement in preliminary form has been filed which shall have become false or misleading. All documents that each of the Company and the Buyer is responsible for filing with the SEC if in connection with the SEC has not informed the Company that it intends transactions contemplated hereby will comply as to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdrawform in all material respects, qualify or modify in a manner adverse and will be distributed to the Noteholders, or publicly propose to withdraw, qualify or modify Shareholders in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholderscompliance with all applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Merchants & Manufacturers Bancorporation Inc)
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (i) As promptly as practicable following the date hereof (and in no event later than thirty (30) days following the date hereof), Parent shall prepare and file cause to be filed with the SEC as soon as practicable SEC, and Buyer shall cooperate with Parent in preparation of, a proxy statement relating to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (such proxy statement, including the letter to stockholders, notice of meeting and form of proxy and any other document incorporated or referenced therein, including any amendment or supplement thereto, the “Proxy Statement”). The Without limiting the generality of the foregoing, Buyer will promptly furnish to Parent the information relating to it that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, that is customarily included in the proxy statements prepared in connection with transactions of the type contemplated by this Agreement or that is reasonably requested by Parent. Parent agrees that at the date of mailing to stockholders of Parent and at the time of the Stockholders Meeting, the Proxy Statement shall will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder.
(ii) Parent will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable following its filing with the SEC. The Company will, Parent will cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC.
(1iii) If at least five (5) Business Days any time prior to the initial anticipated filing of Stockholders Meeting, any event or circumstance relating to Parent, Seller, the Company, Buyer or their respective Affiliates should be discovered by Parent, Seller, the Company or Buyer which, pursuant to the Securities Act or Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall reasonably promptly inform the other parties. If at any time prior to the Stockholders Meeting, any such event or circumstance is discovered by Parent, Seller, the Company or Buyer, then in each case Parent shall, reasonably promptly after becoming aware thereof, amend or supplement, as applicable, the Proxy Statement to include disclosure of such fact or any amendment or supplement thereto event.
(or, in the case of an amendment, supplement or definitive form iv) Parent shall promptly notify Buyer of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any all comments provided by of the SEC with respect to the Proxy Statement as and of any request by the SEC for any amendment or supplement thereto or for additional information. Parent shall promptly as reasonably practicable after receipt thereof, provide to Buyer copies of all correspondence between Parent and/or any of its Representatives and the SEC with respect to the Proxy Statement. Parent shall use its reasonable best efforts (Bwith the assistance of Buyer) mail or otherwise deliver (or to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and Parent shall cause the definitive Proxy Statement to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with date the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company staff advises that it has no further comments on thereon or that Parent may commence mailing the Proxy Statement. The board of directors .
(v) Subject to applicable Law, notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the Company SEC with respect thereto, Parent shall not withdrawprovide Buyer with an opportunity to review and comment on such document or response and shall in good faith consider for inclusion in such document or response comments reasonably proposed by Buyer, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without and absent the consent of Buyer (not to be unreasonably withheld, conditioned or delayed), Parent shall not file the NoteholdersProxy Statement or any such document or response.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Actua Corp)
Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, Merger Sub and the Company agrees to use its commercially reasonable efforts to shall jointly prepare and the Company shall file with the SEC as soon as practicable a the proxy statement of the Company (the "Proxy ----- Statement") relating to the special meeting of the Company's stockholders (the --------- "Company Stockholders Meeting") to be sent held to holders consider approval and adoption of ---------------------------- this Agreement and the Merger. Substantially contemporaneously with the filing of the Common Stock Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). ---- Merger Sub or the Company, as the case may be, shall furnish all information concerning Merger Sub or the Company as the other party may reasonably request in connection with a meeting of holders such actions and the preparation of the Common Stock Proxy Statement and any other filings required to be made in connection within this Agreement and the transactions contemplated hereby, including, without limitation, a Transaction Statement on Schedule 13E-3 (including any adjournment or postponement thereofcollectively, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”"Other Filings"). The As ------------- promptly as practicable the Proxy Statement will be mailed to the stockholders of the Company. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations thereunder. of the NASD and (iv) the NJBC.
(b) The Proxy Statement shall include the recommendation of the Board of Directors of the Company willto the stockholders of the Company that they vote in favor of the adoption of this Agreement and the Merger; provided, (1) however, that subject to Section 7.5(b), the Board of Directors of the Company may, at least five (5) Business Days any time prior to the initial anticipated filing Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in good faith that failure to so withdraw, modify or change its recommendation would cause the Board of Directors of the Company to breach its fiduciary duties to the Company's stockholders under applicable Laws after receipt of advice to such effect from independent legal counsel (who may be the Company's regularly engaged independent legal counsel). In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the Company Financial Advisor referred to in Section 3.18.
(c) No amendment or supplement to the Proxy Statement will be made without the approval of each of Merger Sub and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Merger Sub and the Company will advise the other, promptly after it receives notice thereof, or of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or comments thereon and responses thereto or requests by the SEC for additional information.
(d) The information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Materials (or any amendment thereof or supplement thereto thereto) is first mailed to the stockholders of the Company, (orii) the time of the Company Stockholders' Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fails to state any material fact required to be stated in the case of an amendment, supplement or definitive form of the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that does not materially differ from should be set forth in an amendment or a supplement to the previously provided Proxy Statement, as far in advance as the Company shall promptly inform Merger Sub. All documents that the Company is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed responsible for filing with the SEC such comments in connection with the transactions contemplated hereby will comply as such Noteholder to form and substance in all material respects with the applicable requirements of the NJBC, the Securities Act and the Exchange Act.
(e) The information supplied by Merger Sub for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Materials (or its counsel reasonably shall propose within two (2) Business Days any amendment of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect or supplement to the Proxy Statement as promptly as reasonably practicable after receipt thereofMaterials) are first mailed to the stockholders the Company, (ii) the time of the Company Stockholders Meeting, and (Biii) mail the Effective Time, contain any untrue statement of a material fact or otherwise deliver (or cause fail to state any material fact required to be mailed or otherwise delivered) stated in the Proxy Statement or necessary in order to make the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Merger Sub or any Merger Sub Subsidiary, or their respective officers or directors, should be discovered by Merger Sub that should be set forth in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends an amendment or a supplement to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement, Merger Sub shall promptly inform the Company. All documents that Merger Sub is responsible for filing in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of NJBC, the Securities Act and the Exchange Act.
(f) The board of directors of the Company shall not withdraw, qualify or modify information supplied by any party for inclusion in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify another party's Other Filing will be true and correct in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersall material respects.
Appears in 1 contract
Proxy Statement. The (a) In connection with its 2018 annual meeting of stockholders, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the SEC as soon as practicable Commission a definitive proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”).
(b) The Proxy Statement shall include a proposal to permit the Preferred Stock to become convertible into shares of Common Stock as set forth in, and to the extent permitted by the Certificate of Designation, and the issuance of the Underlying Shares upon such conversion, which issuance of shares, when aggregated with the Common Stock, may exceed 20% of the outstanding Common Stock prior to the date of this Agreement (the “Proposal”). The Proxy Statement shall comply as to form in all material respects with include the applicable provisions recommendation of the Exchange Act and Board to its stockholders that they vote in favor of adoption of the rules and regulations thereunder. foregoing proposal.
(c) The Company will, (1) at least five (5) Business Days prior shall give counsel to the initial anticipated filing of Purchasers a reasonable opportunity to review and comment on the Proxy Statement each time before that document (or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as thereto) is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such Commission, and reasonable and good faith consideration shall be given to any comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies made by the Noteholdercounsel. The Company shall use its commercially reasonable efforts to (Ai) clear promptly provide such counsel with any comments provided by or other communications, whether written or oral, that the SEC Company may receive from the Commission or its staff with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, of those comments or other communications and (Bii) mail provide such counsel with a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or otherwise deliver meetings with the Commission. Thereafter, the Company shall promptly respond to such comments and file any amendments thereto.
(or cause to be mailed or otherwise deliveredd) If the Proxy Statement to stockholders do not approve such Proposal at the holders 2018 annual meeting of stockholders, then in connection with each subsequent annual meeting of stockholders until the Proposal is approved by the Company’s Common Stock promptly afterstockholders, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdrawprepare and file with the Commission a definitive proxy statement which includes the Proposal, qualify or modify and give Purchasers’ counsel opportunity to review and comment on such definitive proxy statement as set forth in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholderssubsection (c) above.
Appears in 1 contract
Proxy Statement. The (a) If determined to be required by the Company, as promptly as practicable after the Effective Date, but subject to the prior completion of the condition to the First Closing as set forth in Section 3.01(o), the Company agrees to use its shall prepare with the assistance, cooperation and commercially reasonable efforts to prepare of SAI and the Sellers, and file with the SEC as soon as practicable a proxy statement of the Company on Schedule 14A pursuant to the Exchange Act or other applicable form as determined by the Company (the “Proxy Statement”) for the purpose of soliciting proxies from the Company shareholders for the matters to be sent acted upon at the Company Annual Meeting (as defined below). The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Company shareholders to vote, at the annual general meeting of Company shareholders to be called and held in 2024 (the “Company Annual Meeting”), in favor of resolutions approving (i) the adoption and approval of the issuance of the Payment Shares, the Agudath Note, the Spetner Note and the shares of Company Common Stock to be issued in the Offering, and the approval and adoption of this Agreement and Transaction Documents and the Transactions Overall, by the holders of the Company Common Stock in connection accordance with a meeting of holders the Company Organizational Documents, the DGCL, and the rules and regulations of the Common Stock SEC and Nasdaq, and (including any adjournment or postponement thereof, the “Stockholders Meeting”ii) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company shall hereafter determine to be necessary or appropriate in its order to effect the Transactions (the approvals described in foregoing clauses (i) and (ii), collectively, the “Company Shareholder Approval Matters”), (iii) such other matters as determined by the Company to be submitted to the Company shareholders at the Company Annual Meeting; and (iv) the adjournment of the Company Annual Meeting, if necessary or desirable in the reasonable determination of the Company. If on the date for which the Company Annual Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Required Company Shareholder Approval (as defined below), whether or not a quorum is present, the Company may present at make one or more successive postponements or adjournments of the Stockholders Meeting (Company Annual Meeting. In connection with the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects , the Company and SAI will file with the SEC financial and other information in accordance with applicable provisions of Law and applicable proxy solicitation rules set forth in the Exchange Act Company Organizational Documents, the DGCL and the rules and regulations thereunderof the SEC and Nasdaq. SAI and the Sellers shall provide the Company with such information concerning SAI, Nroll, Benefit Counselors, and the Sellers and SAI’s officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by SAI or the Sellers shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not materially misleading (subject to the qualifications and limitations set forth in the materials provided by SAI or the Sellers). If required by applicable SEC rules or regulations, such financial information provided by SAI or the Sellers must be reviewed or audited by the Company’s auditors. The Company will, (1) at least five (5) Business Days prior will use all commercially reasonable efforts to the initial anticipated filing of cause the Proxy Statement or any amendment or supplement thereto (or, in to be declared effective under the case of an amendment, supplement or definitive form of Securities Act as promptly as practicable after such filing and to keep the Proxy Statement that does not materially differ effective as long as is necessary to consummate the Transactions.
(b) Each Party shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company, SAI and their respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Proxy Statement, and responding in a timely manner to comments from the previously SEC. Each Party shall promptly correct any information provided by it for use in the Proxy Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. The Company shall amend or supplement the Proxy Statement and cause the Proxy Statement, as far in advance as is reasonably practicable in the circumstances)so amended or supplemented, furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by and the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to cause the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivereddisseminated to the Company’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Company Organizational Documents.
(c) As soon as practicable following the Proxy Statement “clearing” comments from the SEC and being declared effective by the SEC, the Company shall distribute the Proxy Statement to the holders of the Company’s Common Stock promptly aftershareholders, and hold and, pursuant thereto, shall call the Stockholders Company Annual Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed accordance with the SEC if the SEC has not informed DGCL and the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersOrganizational Documents.
Appears in 1 contract
Samples: Stock Exchange Agreement (Reliance Global Group, Inc.)
Proxy Statement. (a) Parent agrees that: (i) the Parent Board shall recommend that the holders of Parent Common Stock vote to approve the Parent Stockholder Proposal and the Incentive Plan Proposal and shall use its reasonable best efforts to solicit and obtain such approval within the time frames set forth in Section 5.04, and (ii) the Proxy Statement shall include a statement to the effect that the Parent Board recommends that Parent’s stockholders vote to approve the Parent Stockholder Proposal and the Incentive Plan Proposal. The Company agrees and Parent acknowledge that, under the Nasdaq Stock Market Rules, the holders of the Per Share Parent Stock Consideration will not be entitled to vote on the Parent Stockholder Proposal.
(b) Parent shall use its commercially reasonable efforts to prepare (i) cause the Proxy Statement to comply with applicable rules and file with regulations promulgated by the SEC as soon as practicable a proxy statement and (ii) respond promptly to be sent to holders any comments or requests of the Common Stock in connection with a meeting of holders of SEC or its staff related to the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The .
(c) Parent covenants and agrees that the Proxy Statement shall (and the letters to shareholders, notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the requirements of applicable provisions U.S. federal securities Laws and the DGCL, and (ii) 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 made therein, in light of the Exchange Act and the rules and regulations thereunder. The Company willcircumstances under which they were made, not misleading.
(1d) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) Parent shall use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Companybe delivered to Parent’s Common Stock shareholders as promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day as practicable after the Proxy Statement in preliminary form has been filed with the SEC if and either (i) the SEC has not informed the Company indicated that it intends does not intend to review the Proxy Statement by such 10th calendar day or that its review of the Proxy Statement has been completed or (yii) at least ten (10) days shall have passed since the 10th calendar day after Proxy Statement was filed with the SEC has informed without receiving any correspondence from the Company SEC commenting upon, or indicating that it has no further comments on intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the DGCL. The board If Parent, Merger Sub, Second Merger Sub or the Surviving Company become aware of directors of the Company shall not withdrawany event or information that, qualify or modify in a manner adverse pursuant to the NoteholdersSecurities Act or the Exchange Act, should be disclosed in an amendment or publicly propose to withdraw, qualify or modify in a manner adverse supplement to the NoteholdersProxy Statement, its recommendation of as the Shareholder Approvals. The Company case may be, then such party, as the case may be, shall not postpone promptly inform the other parties thereof and shall cooperate with such other parties in Parent filing such amendment or adjourn supplement with the Stockholders Meeting without SEC and, if appropriate, in mailing such amendment or supplement to the consent of the NoteholdersParent stockholders.
Appears in 1 contract
Proxy Statement. The (a) If, following the consummation of the Offer (or, if applicable, any Subsequent Offering Period), the adoption of this Agreement by the Company agrees Stockholders is required under the DGCL to use its commercially reasonable efforts to consummate the Merger, the Company shall, as promptly as practicable after the consummation of the Offer, prepare and file with the SEC as soon preliminary proxy materials which shall constitute the Proxy Statement. As promptly as practicable a proxy statement after comments are received from the SEC thereon and after the furnishing by the Company and Parent of all information required to be sent to holders contained therein, the Company shall, in consultation with Parent, prepare and the Company shall file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company shall notify Parent promptly of the Common Stock receipt of any comments 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 shall consult with Parent regarding, and supply Parent with copies of, all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall use reasonable efforts to have the Proxy Statement cleared by the SEC and shall thereafter mail to the Company Stockholders as promptly as possible the Proxy Statement and all other proxy materials for such meeting. If at any time prior to the Company Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement.
(b) Parent shall, following the date on which Stockholder Approval is determined to be required in accordance with this Section 6.4, furnish the Company with all information concerning Parent required for use in the Proxy Statement, and Parent shall take such other action as the Company may reasonably request in connection with a meeting of holders the preparation of the Common Stock (Proxy Statement, including any adjournment amendments or postponement thereof, supplements thereto.
(c) The Company and Parent shall make any necessary filings with respect to the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of Merger under the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.
Appears in 1 contract
Samples: Merger Agreement (Webmethods Inc)
Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Company shall prepare the Proxy Statement which shall be in form and substance reasonably satisfactory to Parent. The Company agrees shall: (i) cause the Proxy Statement to use comply with the rules and regulations promulgated by the SEC and other applicable Legal Requirements; (ii) provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement, and include in the Proxy Statement all changes reasonably proposed by Parent; (iii) promptly cause the Proxy Statement to be filed with the SEC; (iv) promptly provide Parent with copies of all correspondence between the Company or any of its commercially Representatives, on the one hand, and the SEC or its staff, on the other hand; (v) promptly notify Parent upon the receipt of any comments or requests from the SEC or its staff with respect to the Proxy Statement; (vi) provide Parent with a reasonable efforts opportunity to review and comment on any subsequent drafts of the Proxy Statement and any related correspondence and filings, and include in the Proxy Statement and in any such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly respond to any comments or requests of the SEC or its staff; and (viii) cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable following the date of this Agreement. To the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the Contemplated Transactions.
(b) If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent of such event or information and shall, in accordance with the procedures set forth in Section 5.1(a): (i) prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto as promptly thereafter as practicable; and (orii) if appropriate, in cause such amendment or supplement to be mailed to the case of an amendment, supplement or definitive form shareholders of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholderspracticable.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to prepare Promptly following the date of this Agreement, the Seller Parties and file with the SEC Parent shall, except as soon as practicable otherwise provided for herein, cooperate in preparing a proxy statement to be sent to holders or information statement that meets the requirements of the Common Stock in connection Exchange Act (together with a meeting of holders of the Common Stock (including any adjournment amendments thereof or postponement thereofsupplements thereto, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as ) to form in all material respects with the applicable provisions seek adoption and approval of the Exchange Act Parent Amendment and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing approval of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies Parent Issuance by the NoteholderParent’s stockholders. The Company Parent shall use its commercially reasonable efforts to (A) clear cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as reasonably practicable. The Seller Parties and Parent each agree to correct any information provided by it for use in the Proxy Statement that shall have become false or misleading. Parent will promptly notify the Seller Parties of the receipt of any comments provided from the SEC and any request by the SEC for any amendment to the Proxy Statement or for additional information. Parent shall consult with the Seller Parties with respect to all filings with the SEC, including the Proxy Statement, and all mailings to Parent’s stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by the Seller Parties, and shall be reasonably acceptable to the Seller Parties. Each of the Seller Parties will furnish (or cause to be furnished) to Parent the information relating to it and its Affiliates required by the Exchange Act to be set forth in the Proxy Statement. Parent agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or any preliminary version thereof filed by it and cause such Proxy Statement to be mailed or otherwise delivered) the Proxy Statement to the holders of Parent’s stockholders at the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersearliest practicable time.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to prepare and file with the SEC as soon (a) As promptly as practicable a following the execution of this Agreement, and in any event within two (2) weeks of the date hereof, the Company shall file the proxy statement to be sent to holders the stockholders of the Common Stock Company in connection with a meeting of holders of the Common Stock Stockholders’ Meeting (including any adjournment or postponement thereofsuch proxy statement together with, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (context dictates, any ancillary documents to be sent to such stockholders, each as amended or supplemented, being referred to herein as the “Proxy Statement”). The ) with the SEC under the Exchange Act, and shall use its reasonable best efforts to have the Proxy Statement shall comply cleared by the SEC as to form in all material respects with the applicable provisions of the Exchange Act promptly as practicable. Parent, Merger Sub and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to shall cooperate with each other in the initial anticipated filing preparation of the Proxy Statement or any amendment or supplement thereto (orStatement, in and the case of an amendment, supplement or definitive form Company shall notify Parent of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by of the SEC with respect to the Proxy Statement as and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly as copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC or disseminated to holders of shares of Company Common Stock and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Company Common Stock entitled to vote at the Stockholders’ Meeting at the earliest reasonably practicable after receipt thereoftime.
(b) Subject to Section 6.04, the Proxy Statement shall: (i) state that the Company Board has, through a unanimous vote, (A) determined that the Merger is fair to and in the best interests of the Company and its stockholders and (B) mail or otherwise deliver approved this Agreement and declared its advisability; (or cause to be mailed or otherwise deliveredii) include the Proxy Statement Company Recommendation; and (iii) include the written opinion of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, that, as of the date of this Agreement, the Merger Consideration is fair, from a financial point of view, to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors stockholders of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, (other than Parent and its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersaffiliates).
Appears in 1 contract
Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, the Company agrees to use its commercially reasonable efforts to shall, in consultation with Parent and Merger Sub, prepare and the Company shall file with the SEC as soon as practicable a the proxy statement of the Company (together with any amendment or supplements thereto, the "Proxy Statement") relating to the special meeting of the Company's shareholders (the "Company Shareholders Meeting") to be sent held to holders consider approval and adoption of this Agreement and the Merger and shall use reasonable best efforts to cause the Proxy Statement to be filed with the SEC within 30 days of the Common Stock in connection date hereof. Substantially contemporaneously with a meeting of holders the filing of the Common Stock (including any adjournment or postponement thereofProxy Statement with the SEC, copies of the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). Parent or the Company, as the case may be, shall furnish all information concerning itself that is required to be included in the Proxy Statement and any other filings required to be made with he SEC in connection within this Agreement and the transactions contemplated hereby (the "Other Filings"). As promptly as practicable after the Company is notified that the SEC has no further comments to the Proxy Statement, the Proxy Statement shall be mailed to the shareholders of the Company as of the record date established for the Company Shareholders Meeting. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable provisions requirements of Law, including (i) the Exchange Act Act, including Sections 14 thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations thereunder. of the NASD and (iv) the NJBCA.
(b) The Proxy Statement shall include the recommendation of the Board of Directors of the Company willto the shareholders of the Company that they vote in favor of the adoption of this Agreement and the Merger; provided, (1) however, that subject to Section 7.5(b), the Board of Directors of the Company may, at least five (5) Business Days any time prior to the initial anticipated filing Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company makes an Adverse Recommendation Change in accordance with Section 5.7. In addition, the Proxy Statement and the Proxy Materials will include a copy of the Merger Agreement and the written opinion of the Company Financial Advisor referred to in Section 3.19.
(c) No amendment or supplement to the Proxy Statement will be made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Parent and the Company will (i) advise the other, promptly after it receives notice thereof, or of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or any amendment comments thereon and responses thereto or supplement thereto requests by the SEC for additional information and (orii) provide the other with copies of all filings made with the SEC and all correspondence (including comment letters) between the Company and the SEC with respect to the Proxy Statement. The Company, Parent and Merger Sub shall cooperate and consult with each other in the case of an amendment, supplement or definitive form preparation of the Proxy Statement that does not materially differ from and the previously provided Proxy StatementCompany will provide Parent and Merger Sub a reasonable opportunity for review and comment on the draft proxy statement (including each amendment or supplement thereto) and the Other Filings. The Company, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed Parent and (2) Merger Sub shall use its commercially their reasonable best efforts to address in each such document prior to being so filed with the SEC such resolve all comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by from the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofpracticable.
(d) The information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Materials (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Company, (ii) the time of the Company Shareholders' Meeting, and (Biii) mail the Effective Time, contain any untrue statement of a material fact or otherwise deliver (or cause fail to state any material fact required to be mailed or otherwise delivered) stated in the Proxy Statement or necessary in order to make the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in preliminary form has been filed an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merger Sub. All documents that the Company is responsible for filing with the SEC if in connection with the SEC has not informed transactions contemplated hereby will comply as to form and substance in all material respects with the Company that it intends to review applicable requirements of the NJBCA, the Securities Act and the Exchange Act.
(e) The information supplied by Parent for inclusion in the Proxy Statement by such 10th calendar day or shall not, at (yi) the 10th calendar day after time the SEC has informed Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the shareholders the Company, (ii) the time of the Company Shareholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any subsidiary of Parent, or their respective officers or directors, should be discovered by Parent that it has no further comments on should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company. The board of directors All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the Company NJBCA, the Securities Act and the Exchange Act.
(f) The information supplied by any party for inclusion in another party's Other Filing will be true and correct in all material respects and shall not withdraw, qualify fail to state any material fact required to be stated in the Other Filing or modify necessary in a manner adverse order to make the Noteholders, or publicly propose to withdraw, qualify or modify statements in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall Other Filing not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersmisleading.
Appears in 1 contract
Samples: Merger Agreement (Eppendorf INC)
Proxy Statement. (a) The Company agrees and Parent shall cooperate and the Company shall promptly prepare the Proxy Statement to use its commercially reasonable efforts enable the Company to prepare and file the Proxy Statement with the SEC SEC, as preliminary proxy material, as soon as practicable a proxy statement after the date hereof and in any event not later than 20 days after the date hereof. The Company shall use all reasonable best efforts, and Parent shall cooperate with the Company (including furnishing all information concerning Parent as may be reasonably requested by the Company), to be sent have the Proxy Statement cleared by the SEC as promptly as practicable after such filing and to holders of mail the Common Stock Proxy Statement to the Company's shareholders as soon as possible thereafter. The Company shall use all reasonable best efforts, and Parent shall cooperate with the Company, to obtain any necessary state anti-takeover approvals in connection with a meeting of holders the Merger.
(b) The Company will cause the Proxy Statement, at the time it is first mailed to shareholders of the Common Stock (including any adjournment or postponement thereofCompany, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. .
(c) The Company willhereby covenants and agrees with Parent that the Proxy Statement (at the time it is first mailed to shareholders of the Company and at the time of the Company Meeting) will not contain an untrue statement of a material fact or omit to state 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 are made, not misleading (1provided, however, that this clause (c) shall apply only to information contained in the Proxy Statement that was supplied by the Company for inclusion therein). If, at least five (5) Business Days any time prior to the initial anticipated filing Company Meeting, any event with respect to the Company, or with respect to other information supplied by the Company for inclusion in the Proxy Statement, occurs and such event is required to be described in a supplement to the Proxy Statement, the Company shall promptly notify Parent of such occurrence and shall promptly prepare, file and disseminate such supplement.
(d) Parent hereby covenants and agrees with the Company that the Proxy Statement (at the time it is first mailed to shareholders of the Company and at the time of the Company Meeting) will not contain an untrue statement of a material fact or omit to state 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 are made, not misleading (provided, however, that this clause (d) shall not apply to information contained in the Proxy Statement that was supplied by the Company for inclusion therein). If, at any time prior to the Company Meeting, any event with respect to Parent, or with respect to other information supplied by Parent for inclusion in the Proxy Statement, occurs and such event is required to be described in a supplement to the Proxy Statement, Parent shall promptly notify the Company of such occurrence and shall cooperate with the Company in the preparation, filing and dissemination of such supplement.
(e) Neither the Proxy Statement nor any amendment or supplement thereto (or, in will be filed or disseminated to the case of an amendment, supplement or definitive form shareholders of the Proxy Statement that does not materially differ from Company without the previously provided Proxy Statement, as far in advance as is reasonably practicable in approval of both Parent and the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the NoteholderCompany. The Company shall use its commercially reasonable efforts to (A) clear advise Parent, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC, or any comments provided by or requests for additional information received from the SEC SEC, whether orally or in writing, with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.
Appears in 1 contract
Proxy Statement. The (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company agrees to use its commercially reasonable efforts to prepare shall prepare, and Acquiror shall file with the SEC as soon as practicable SEC, a proxy statement on Schedule 14A (as amended or supplemented from time to time, the “Proxy Statement”), to be sent to holders the Acquiror Stockholders for the meeting of the Common Stock in connection with a meeting stockholders of holders of the Common Stock Acquiror (including any adjournment or postponement thereof, the “Stockholders Acquiror Stockholder Meeting”) to consider (y) provide the NYSE American ApprovalPublic Stockholders (as defined below) the opportunity to have their Acquiror Class A Common Stock shares redeemed in the Acquiror Share Redemption and (z) approve and adopt: (1) this Agreement, the Delaware Charter Approval Merger and such the other matters Transactions, (2) the issuance of Acquiror Class A Common Stock (A) in the Merger as contemplated by this Agreement and (B) in accordance with the Forward Purchase Contract, (3) the New Acquiror Charter, (4) the directors of Acquiror as determined by the Company in its reasonable determination may present at pursuant to Section 2.2(a), (5) any other proposals that Acquiror deems necessary to effectuate the Stockholders Meeting Merger or any of the other Transactions (collectively, the “Transaction Proposals”), and (6) any adjournment of the Acquiror Stockholder Meeting, if necessary or desirable in the reasonable discretion of Acquiror, including in the event Acquiror does not receive the requisite vote to approve the matters set forth in (1)-(5) above. The Company shall furnish all information concerning the Company as Acquiror may reasonably request in connection with such actions and the preparation of the Proxy Statement”). The Acquiror and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement shall when filed with the SEC, to comply as to form in all material respects with all Laws applicable thereto including all rules and regulations promulgated by the SEC, and (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. Prior to the filing date of the definitive Proxy Statement, Acquiror shall take all or any action required under any applicable provisions federal or state securities Laws in connection with the issuance of shares of Acquiror Class A Common Stock, in each case to be issued or issuable to Parent pursuant to this Agreement. As promptly as practicable after finalization of the definitive Proxy Statement, Acquiror shall mail (or cause to be mailed) the Proxy Statement to the Acquiror Stockholders. Each of Acquiror and the Company shall furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equity holders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement, any current report on Form 8-K pursuant to the Exchange Act and in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or their respective Affiliates to any regulatory authority (including Nasdaq or NYSE, as applicable) in connection with the Transactions. Acquiror shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, the Acquiror Governing Documents, and this Agreement in the distribution of the Proxy Statement, any solicitation of proxies thereunder, the calling and holding of the Acquiror Stockholder Meeting and the Acquiror Share Redemption. The Acquiror shall provide the Company willand its legal counsel with a reasonable opportunity to review and comment upon drafts of the Proxy Statement, (1) at least five (5) Business Days and shall give reasonable consideration to any comments made by the Company and its legal counsel prior to the initial anticipated filing of the Proxy Statement or with the SEC. For the avoidance of doubt, the final form and content of the Proxy Statement (including any amendment or supplement thereto thereto) shall be determined by Acquiror, acting reasonably.
(orii) Any filing of, in or amendment or supplement to the Proxy Statement or any filing with the SEC by Exela relating to any of the Transactions or referencing Acquiror or Merger Sub or any of their respective Affiliates will be provided by Acquiror or the Company, as the case may be, to the respective other party for review, and each of an amendmentAcquiror and the Company shall give due consideration to any comments of such other party. Acquiror and the Company each will advise the other, supplement promptly after they receive notice thereof, of the issuance of any stop order, of the suspension of the qualification of the Acquiror Class A Common Stock to be issued or definitive form issuable to Parent in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed or comments thereon and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder responses thereto or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided requests by the SEC for additional information and responses thereto. Each of Acquiror and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and any amendments filed in response thereto.
(Biii) mail or otherwise deliver (or cause to Acquiror and the Company shall each be mailed or otherwise delivered) responsible for 50% of all filing fees incurred in connection with the filing of the Proxy Statement to and receiving stock exchange approval for listing the holders of the Company’s Acquiror Class A Common Stock promptly after, and hold the Stockholders Meeting shares in connection therewith (but Acquiror shall be responsible for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement all other expenses incurred by it in preliminary form has been filed connection with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersforegoing).
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (a) As promptly as practicable following the execution and delivery of this Agreement and the availability of the PCAOB Financial Statements, Parent shall, in accordance with this Section 6.10, prepare and file with the SEC as soon as practicable SEC, in preliminary form, a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock transactions contemplated hereby and the Offer (including any adjournment as amended or postponement thereofsupplemented, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”) and provide its stockholders with the opportunity for shares of Parent Common Stock to be redeemed in an amount not to exceed 13,930,662 (the “Offering Shares”) in conjunction with a stockholder vote on the transactions contemplated hereby, such proxy to be sent to the stockholders of Parent relating to the Parent Common Stockholders Meeting in definitive form, all in accordance with and as required by Parent’s Organizational Documents, any related agreements with Parent and its Affiliates, applicable Law and any applicable rules and regulations of the SEC and NASDAQ. Without limitation, in the Proxy Statement, Parent shall (i) solicit proxies from holders of Parent Common Stock and Parent Class B Stock to vote at the Parent Common Stockholders Meeting in favor of (A) the adoption of this Agreement and the approval of the transactions contemplated hereby pursuant to Section 251 of the DGCL, (B) the issuance of Parent Common Stock issuable pursuant to this Agreement at the Effective Time, (C) the adoption of an Omnibus Incentive Plan, previously approved by the Board of Directors of Parent, in form and substance as set forth in Exhibit K, with such changes as may be mutually agreed between Parent and the Company (the “Omnibus Plan”), and (D) any other proposals the Parties deem necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Transaction Proposals”), and (ii) file with the SEC financial and other information about the transactions contemplated hereby in accordance with Regulation 14A of the Exchange Act. The Proxy Statement shall will comply as to form in all material respects and substance with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to As promptly as practicable following the initial anticipated filing clearance of the Proxy Statement by the SEC, Parent shall mail the Proxy Statement to holders of Parent Common Stock and Parent Class B Stock of record, as of the record date to be established by the board of directors of Parent. The Company shall furnish all information concerning it and its Affiliates to the Parent, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent in connection with Parent’s preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Proxy Statement. Each of the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement.
(b) Prior to filing with the SEC, Parent will make available to the Company drafts of the Proxy Statement, both preliminary and definitive, and any material amendment or supplement thereto to the Proxy Statement and will provide the Company with a reasonable opportunity to comment on such drafts, shall consider such comments in good faith and shall accept all reasonable additions, deletions or changes suggested by the Company in connection therewith. Parent shall provide written notice (oremail permitted) to the Company upon filing any such documents with the SEC (including response to any comments from the SEC with respect thereto). Parent will advise the Company promptly after receipt of notice thereof, of (i) the time when the Proxy Statement has been filed, (ii) in the case event the preliminary Proxy Statement or the Proxy Statement is not reviewed by the SEC, the expiration of an amendmentthe waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any supplement or definitive form amendment to the Proxy Statement, (v) any request by the SEC for amendment of the Proxy Statement that does not materially differ Statement, (vi) any comments from the previously provided SEC relating to the Proxy Statement and responses thereto, or (vii) requests by the SEC for additional information. Parent shall promptly respond to any SEC comments on the Proxy Statement and each shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any material requests or comments from the SEC, Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts.
(c) If at any time prior to the Parent Common Stockholder Meeting there shall be discovered any information 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement containing such information. If, at any time prior to the Effective Time, the Company discovers any information, event or circumstance relating to the Company or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement, as far applicable, would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in advance as is reasonably practicable in light of the circumstances)circumstances under which they were made, furnish not misleading, then the Company shall promptly inform Parent of such information, event or circumstance.
(d) Parent shall make all necessary filings with respect to the Noteholders copies of such documents proposed to be filed transactions contemplated hereby under the Securities Act, the Exchange Act and applicable “blue sky” laws and any rules and regulations thereunder.
(2e) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided promptly provide Parent with all information concerning the Company reasonably requested by the SEC with respect to Parent for inclusion in the Proxy Statement as promptly as reasonably practicable after receipt thereof, and any amendment or supplement thereto (B) mail or otherwise deliver (or if any). The Company shall cause the officers and employees of the Company to be mailed or otherwise delivered) reasonably available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy StatementStatement from the SEC.
(f) Parent shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with Article IX. The board of directors Parent shall extend the Offer for any period required by any rule, regulation, interpretation or position of the Company shall not withdrawSEC, qualify NASDAQ or modify in a manner adverse the respective staff thereof that is applicable to the NoteholdersOffer. Nothing in this Section 6.10(f) shall (i) impose any obligation on Parent to extend the Offer beyond the Outside Date, or publicly propose (ii) be deemed to withdrawimpair, qualify limit or modify otherwise restrict in a any manner adverse the right of Parent to terminate this Agreement in accordance with Article IX.
(g) Parent shall use its reasonable best efforts to (i) cause the shares of Parent Common Stock to be issued to the NoteholdersEquityholders as provided in Article II to be approved for listing on NASDAQ upon issuance, its recommendation of and (ii) make all necessary and appropriate filings with NASDAQ and undertake all other steps reasonably required prior to the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersClosing Date to effect such listing.
Appears in 1 contract
Proxy Statement. The (a) As promptly as reasonably practicable after the execution of this Agreement, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the SEC as soon as practicable a proxy statement relating to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Proxy Statement Company shall comply as to form in all material respects prepare and file with the applicable provisions of SEC any Other Filings as and when required or requested by the Exchange Act and the rules and regulations thereunderSEC. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) will use its commercially reasonable best efforts to address in each such document prior respond to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided made by the SEC with respect to the Proxy Statement and any Other Filings as promptly as reasonably practicable. Parent shall furnish all information concerning it as the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement and any Other Filings. At the earliest practicable after receipt thereoftime, the Company shall file definitive proxy materials with the SEC and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to be mailed to its stockholders. The Proxy Statement shall (subject to Section 6.6(d)) include the holders unanimous recommendation of the Company Board that adoption of this Agreement and approval of the Merger by the Company’s Common Stock stockholders is advisable and that the Company Board has unanimously determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders. To the extent permitted by applicable Law, prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity, the Company shall provide Parent (which term shall in all instances in this Section 6.3 also include Parent’s counsel) with reasonable opportunity to review and comment on each such filing in advance and the Company shall include in such filings all comments proposed by Parent and reasonably acceptable to Company. The Company will advise Parent, promptly afterafter it receives notice thereof, and hold of any request by the Stockholders Meeting SEC for the purposes amendment of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement or any Other Filings of the Company or comments thereon and responses thereto or requests by the SEC for additional information.
(b) Parent agrees that the information supplied by Parent for inclusion in preliminary form has been filed the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company’s stockholders and (ii) the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or any Other Filing, Parent shall promptly inform the Company and shall promptly cooperate with the Company in the prompt filing with the SEC if of any amendment or supplement to the SEC has Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders.
(c) The Company agrees that the Proxy Statement (other than information supplied by Parent for inclusion in the Proxy Statement) shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company’s stockholders and (ii) the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein not informed misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that it intends should be set forth in an amendment or a supplement to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of any Other Filing, the Company shall not withdraw, qualify or modify promptly inform Parent. All documents that the Company is responsible for filing with the SEC in a manner adverse connection with the transactions contemplated herein will comply as to form and substance in all material respects with the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation applicable requirements of the Shareholder Approvals. The Company shall not postpone or adjourn Securities Act, the Stockholders Meeting without the consent of the NoteholdersExchange Act and any other applicable Laws.
Appears in 1 contract
Samples: Merger Agreement (Boeing Co)
Proxy Statement. The (a) In connection with its 2017 annual meeting of stockholders, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the SEC as soon as practicable Commission a definitive proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”).
(b) The Proxy Statement shall include a proposal to permit the Preferred Stock to become convertible into shares of Common Stock as set forth in, and to the extent permitted by the Certificate of Designation, and the issuance of the Underlying Shares upon such conversion, which issuance of shares, when aggregated with the Common Stock, may exceed 20% of the outstanding Common Stock prior to the date of this Agreement (the “Proposal”). The Proxy Statement shall comply as to form in all material respects with include the applicable provisions recommendation of the Exchange Act and Board to its stockholders that they vote in favor of adoption of the rules and regulations thereunder. foregoing proposal.
(c) The Company will, (1) at least five (5) Business Days prior shall give counsel to the initial anticipated filing of Purchasers a reasonable opportunity to review and comment on the Proxy Statement each time before that document (or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as thereto) is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such Commission, and reasonable and good faith consideration shall be given to any comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies made by the Noteholdercounsel. The Company shall use its commercially reasonable efforts to (Ai) clear promptly provide such counsel with any comments provided by or other communications, whether written or oral, that the SEC Company may receive from the Commission or its staff with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, of those comments or other communications and (Bii) mail provide such counsel with a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or otherwise deliver meetings with the Commission. Thereafter, the Company shall promptly respond to such comments and file any amendments thereto.
(or cause to be mailed or otherwise deliveredd) If the Proxy Statement to stockholders do not approve such Proposal at the holders 2017 annual meeting of stockholders, then in connection with each subsequent annual meeting of stockholders until the Proposal is approved by the Company’s Common Stock promptly afterstockholders, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdrawprepare and file with the Commission a definitive proxy statement which includes the Proposal, qualify or modify and give Purchasers’ counsel opportunity to review and comment on such definitive proxy statement as set forth in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholderssubsection (c) above.
Appears in 1 contract
Samples: Securities Purchase Agreement (Fate Therapeutics Inc)
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (a) As promptly as practicable after the execution of this Agreement, and in any event within forty (40) days following the date hereof, Seller shall prepare and file with the SEC as soon as practicable Securities and Exchange Commission (the “SEC”) a proxy statement to be sent to holders of the Common Stock in connection statement, together with a meeting form of holders of proxy, relating to the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Seller Stockholders’ Meeting (as defined below) (together with any amendments or supplements thereto, the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act ) and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear have the Proxy Statement cleared by the SEC. Each of Seller and Buyer shall use its commercially reasonable efforts to respond to any comments provided made by the SEC with respect and, if required, to amend or supplement the Proxy Statement Statement. Each of Seller and Buyer shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as reasonably practicable after receipt thereofthe execution of this Agreement, and (B) Seller shall mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to its stockholders. Notwithstanding the holders foregoing, Seller shall not mail the Proxy Statement, or any amendment or supplement thereto, without (i) providing Buyer with a reasonable opportunity to review and comment thereon and (ii) including therein any comments reasonably proposed by Buyer. Seller’s Board of Directors shall recommend approval of this Agreement and the Companytransactions contemplated herein by Seller’s Common Stock promptly afterstockholders, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed shall contain such recommendation. Seller will provide Buyer with copies of all correspondence between Seller (or its Representatives) and the SEC if the SEC has not informed the Company that it intends relating to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board .
(b) Each of directors of Buyer and Seller shall promptly inform the Company shall not withdrawother party if, qualify or modify in a manner adverse at any time prior to the NoteholdersSeller Stockholders’ Meeting, any information, event or publicly propose to withdraw, qualify circumstance should be set forth in an amendment or modify in a manner adverse supplement to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersProxy Statement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Blue Earth Solutions, Inc.)
Proxy Statement. (a) The Company agrees to use its commercially reasonable efforts to prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock Board shall (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2i) use its commercially reasonable efforts to address in each obtain such document prior shareholder approval of this Agreement, the Merger and the transactions contemplated hereby, (ii) perform such other acts as may reasonably be requested by Parent to being so ensure that such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby are obtained, but consistent with Section 5.19 and Section 9.01, (iii) cause the Proxy Statement to be filed with the SEC such no later than forty-five (45) days after the date hereof, (iv) cause the Proxy Statement to be mailed to the shareholders of the Company as soon as practicable after the date hereof, but in any event, no later than fifteen (15) days after the date the SEC approves, clears or otherwise informs the Company that it has no additional comments as such Noteholder relating to the Proxy Statement, and (v) cause the Company Shareholders’ Meeting to occur no later than thirty (30) days after the date the Proxy Statement is mailed to Company shareholders.
(b) If the Company becomes aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement to be false or its counsel reasonably misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, the Company shall propose within two promptly inform Parent thereof and take the necessary steps to correct the Proxy Statement.
(2c) Business Days Prior to mailing the Proxy Statement to Company shareholders, the Company will provide Parent drafts of receipt of such copies by the Noteholder. The Proxy Statement and other documents relating to the Proxy Statement for Parent to review and comment upon, and the Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to incorporate into the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail other documents any reasonable comments or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement changes suggested by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersParent.
Appears in 1 contract
Proxy Statement. The Company agrees (a) Upon the execution and delivery of this Agreement, TeleBanc shall thereupon cause to use its commercially reasonable efforts to prepare and file with the SEC be prepared, as soon as practicable a proxy statement reasonably practical (provided that MET Holdings has given to be sent to holders of TeleBanc all information concerning MET Holdings which is required for inclusion in the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The , a Proxy Statement shall comply as to Statement, complying in form and substance in all material respects with the requirements of applicable provisions Laws for the purpose of the Exchange Act soliciting applicable shareholder approvals in connection herewith and the rules and regulations thereunder. The Company will, Dissolution (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendmentMET Holdings).
(b) TeleBanc shall deliver to MET Holdings, supplement reasonably in advance of the time it intends to mail the Proxy Statement, a draft Proxy Statement for review and comment upon all information relating to MET Holdings that appears in the Proxy Statement. TeleBanc shall cooperate with MET Holdings in responding to and considering any reasonable questions or definitive form of comments regarding such draft Proxy Statement before it is finalized and filed, provided that such questions or comments are received on a timely basis so as to permit response or incorporation.
(c) If at any time after the Proxy Statement that does not materially differ from is first mailed to security holders and prior to the previously provided Closing Date, any event relating to MET Holdings should be discovered which should be set forth in an amendment of, or a supplement to, the Proxy Statement, as far in advance as is reasonably practicable in the circumstances)MET Holdings shall promptly so inform TeleBanc, and will furnish all necessary information to the Noteholders copies of TeleBanc relating to such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably event. TeleBanc shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect thereupon prepare an amendment to the Proxy Statement Statement, mail to security holders, and if appropriate, MET Holdings will take any necessary action as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to permit such appropriate amendment to be mailed or otherwise delivered) the Proxy Statement transmitted to the holders of MET Holdings 16 Stock entitled to vote at the Company’s Common Stock promptly afterMET Holdings Shareholders Meeting (as defined in Section 4.3(a) hereof), and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by will transmit such 10th calendar day amendment or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholderssupplement as promptly as practical.
Appears in 1 contract
Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, the Parent and the Company agrees to use its commercially reasonable efforts to shall jointly prepare and file with the SEC as soon as practicable a single document that will constitute (i) the proxy statement of the Company relating to the special meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS MEETING") to be sent held to holders consider approval and adoption of this Agreement and the Merger and (ii) the registration statement on Form S-4 of the Common Stock Parent (together with all amendments thereto, the "REGISTRATION STATEMENT"), in connection with a meeting of holders the registration under the Securities Act of the Parent Common Stock (including any adjournment or postponement thereof, to be issued to the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as stockholders of the Company in its reasonable determination may present at connection with the Stockholders Meeting Merger and the prospectus included in the Registration Statement (such single document, together with any amendments thereof or supplements thereto, the “Proxy Statement”"PROXY STATEMENT"). The Substantially contemporaneously with the filing of the definitive Proxy Statement with the SEC, copies of the definitive Proxy Statement shall be provided to the Amex and the Nasdaq. The Parent and the Company each shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "REGISTRATION STATEMENT EFFECTIVE DATE"), the Parent shall take all or any action required under any applicable Law in connection with the issuance of Parent Common Stock pursuant to the Merger. The Parent or the Company, as the case may be, shall furnish all information concerning the Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the Registration Statement Effective Date, the proxy statement[s] and prospectus included in the Proxy Statement (collectively, the "PROXY MATERIALS") will be mailed to the stockholders of the Company. The Parent and the Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations thereunder. of the Amex and the Nasdaq and (iv) the BCA.
(b) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of the Company will, (1) at least five (5) Business Days prior to the initial anticipated filing stockholders of the Proxy Statement Company that they vote in favor of the adoption of this Agreement and the Merger, except to the extent that the Board of Directors of the Company shall have withdrawn or any modified its approval or recommendation of this Agreement or the Merger and terminated this Agreement in accordance with Sections 5.8(c) and 7.1(g).
(c) No amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as will be made without the approval of each of the Parent and the Company, which approval shall not be unreasonably withheld or delayed. Each of the Parent and the Company will advise the other, promptly as reasonably practicable after receipt it receives notice thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Parent Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement issuable in preliminary form has been filed connection with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day Merger for offering or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify sale in a manner adverse to the Noteholdersany jurisdiction, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.any request by the
Appears in 1 contract
Proxy Statement. The (a) As soon as practicable following the date of this Agreement, the Company agrees to use its commercially reasonable efforts to shall prepare and no later than the tenth (10th) Business Day following the public announcement of the execution and delivery of this Agreement, the Company shall file with the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock Proxy Statement for use in connection with a meeting the solicitation of holders proxies from shareholders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in connection with the Merger and the Company Shareholders’ Meeting. The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Laws, the Company shall use its reasonable determination may present at best efforts to cause the Stockholders Meeting (Proxy Statement to be disseminated to shareholders of the “Company as promptly as practicable following the filing thereof with the SEC. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall file with the SEC the definitive Proxy Statement”, and shall cause the mailing of the definitive Proxy Statement to the shareholders of the Company, on or prior to the second (2nd) Business Day immediately following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent a reasonable opportunity to review and comment thereon, including in such filings, amendments, supplements and correspondence all comments reasonably proposed by Parent and receiving the approval of Parent (which approval shall not be unreasonably withheld or delayed). The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith, and shall provide Parent with copies of all correspondence between the Company or any of its advisors or representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing with the SEC. If the Company or its outside legal counsel intends to initiate a telephone conference or meet with the SEC and its staff related to the Proxy Statement, this Agreement or the Merger, the Company shall so inform the Parent and solicit input on the items planned to be discussed during such telephone conference or meeting. If at any time prior to the Company Shareholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement does not include any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable provisions requirements of the Exchange Act Act, California Law and the rules and regulations thereunder. The Company willof the Nasdaq.
(b) Unless this Agreement is earlier terminated pursuant to Article VIII, (1) at least five (5) Business Days prior subject to the initial anticipated filing terms of Section 6.2(b), the Company shall include in the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersBoard Recommendation.
Appears in 1 contract
Samples: Merger Agreement (Supertex Inc)
Proxy Statement. (i) The Company agrees to use its commercially reasonable efforts to prepare and file with the SEC as soon as practicable after the Company has received certified copies of each of the fully executed Consent Letters attached to the Consent a proxy statement to be sent to holders of the Company’s Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Nasdaq Approval, the Delaware Charter Amendment Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days Noteholders and their advisors will have the right to review and comment upon the Proxy Statement and any amendment thereto prior to the initial anticipated filing of thereof with the SEC, the Company agrees to consider any such comments and include in the Proxy Statement or any amendment thereto such comments as it deems appropriate or supplement thereto (oradvisable, in its good faith discretion, and the case of an amendment, supplement or definitive form Company shall provide to the Noteholders a draft of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish and each amendment thereto no later than five (5) business days prior to the Noteholders copies anticipated filing date thereof for purposes of such documents proposed review and comment (it being understood and agreed that the Company shall not be required to be filed and delay the filing of (2or thereafter amend) use its commercially reasonable efforts to address the Proxy Statement in each respect of comments not provided within such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two five (25) Business Days of receipt of such copies by the Noteholderbusiness day period). The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The Except as permitted in clause (x) of the following sentence, the board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Notwithstanding the foregoing or anything to the contrary contained in this Agreement, but without limiting the other obligations of the Company contained in this Section 5.c.(i), (x) if prior to obtaining the Shareholder Approvals, the board of directors determines in good faith, after consultation with outside counsel, that failure to so withdraw, qualify or modify its recommendation would be inconsistent with the exercise of its fiduciary duties, the board of directors may withdraw or modify its recommendation of either the Nasdaq Approval or the Charter Amendment Approval, or both of them and (y) the Company may adjourn or postpone the Stockholders Meeting one or more times (i) to a date not more than twenty (20) days after the original date of such Stockholders Meeting if as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Common Stock of the Company represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting or there shall be insufficient affirmative votes for the Nasdaq Approval to satisfy the condition in Section 6.a.(i) or (ii) as otherwise necessary to comply with applicable law. Except as set forth in the immediately preceding sentence, the Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.
(ii) At all times from and after the date hereof to and through the completion of the Stockholders Meeting, the Noteholders shall, and shall cause each of their respective Affiliates and each person named in Section 5.e. below (and any other director nominee proposed pursuant thereto) director nominees pursuant to the Stockholders Agreement to, use commercially reasonable efforts to provide to the Company (and to update) such information relating to any of them for inclusion in the Proxy Statement as may be reasonably requested by the Company that is required by Schedule 14A under the Exchange Act or is otherwise necessary, proper or advisable in connection with the preparation, filing and mailing thereof, including information in respect of its nominees to the board of directors of the Company pursuant to the terms and conditions of the Stockholders Agreement (and customary questionnaires for purposes of preparing the Proxy Statement executed by such nominees) or any national securities exchange on which the Company’s shares are then listed.
Appears in 1 contract
Proxy Statement. The (a) If approval of the Company’s stockholders is required by applicable Legal Requirements to consummate the Merger, promptly following consummation of the Offer (or, if applicable, after the expiration of any “subsequent offering period” pursuant to Section 1.1(c)), the Company agrees shall (i) prepare and file the Proxy Statement with the SEC under the Exchange Act, (ii) mail to the holders of Shares a Proxy Statement within a sufficient time prior to the Stockholders’ Meeting and (iii) otherwise comply in all material respects with all Legal Requirements applicable to the Stockholders’ Meeting, and shall use its commercially reasonable efforts to prepare have the Proxy Statement cleared by the SEC promptly. Parent, Purchaser and file the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent promptly of the receipt of any comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall provide as soon as reasonably practicable to Parent copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to such documents being filed with the SEC as soon as practicable a proxy statement to be sent or disseminated to holders of Shares and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the Common Stock in connection SEC. Each of the Company, Parent and Purchaser agrees to use commercially reasonable efforts, after consultation with a meeting the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Common Stock Stockholders’ Meeting at the earliest practicable time.
(including any adjournment or postponement thereofb) The Company shall use commercially reasonable best efforts to ensure that the Proxy Statement (i) will not, on the “Stockholders Meeting”) date it is first mailed to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as stockholders of the Company in its reasonable determination may present and at the Stockholders Meeting time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (the “Proxy Statement”). The Proxy Statement shall ii) will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunder. The foregoing, the Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC assumes no responsibility with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail information supplied in writing by or otherwise deliver (on behalf of Parent or cause to be mailed Purchaser for inclusion or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement incorporation by reference in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors Parent shall use commercially reasonable best efforts to ensure that the information supplied by Parent in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company shall not withdraw, qualify or modify in a manner adverse to and at the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation time of the Shareholder Approvals. The Company shall not postpone Stockholders’ Meeting, contain any untrue statement of a material fact or adjourn omit to state any material fact required to be stated therein or necessary in order to make the Stockholders Meeting without statements therein, in the consent light of the Noteholderscircumstances under which they are made, not misleading.
Appears in 1 contract
Samples: Merger Agreement (Intersil Corp/De)
Proxy Statement. (A) As promptly as practicable after the date of this Agreement, the Company shall prepare the Proxy Statement which shall be in form and substance reasonably satisfactory to Parent. The Company agrees shall: (i) cause the Proxy Statement to use comply with the rules and regulations promulgated by the SEC and other applicable Legal Requirements; (ii) provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement, and include in the Proxy Statement all changes reasonably proposed by Parent; (iii) promptly cause the Proxy Statement to be filed with the SEC; (iv) promptly provide Parent with copies of all correspondence between the Company or any of its commercially Representatives, on the one hand, and the SEC or its staff, on the other hand; (v) promptly notify Parent upon the receipt of any comments or requests from the SEC or its staff with respect to the Proxy Statement; (vi) provide Parent with a reasonable efforts opportunity to review and comment on any subsequent drafts of the Proxy Statement and any related correspondence and filings, and include in the Proxy Statement and in any such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly respond to any comments or requests of the SEC or its staff; and (viii) cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable following the date of this Agreement. To the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the Contemplated Transactions.
(B) If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent of such event or information and shall, in accordance with the procedures set forth in Section 5.1(a): (i) prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto as promptly thereafter as practicable; and (orii) if appropriate, in cause such amendment or supplement to be mailed to the case of an amendment, supplement or definitive form shareholders of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholderspracticable.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to prepare As promptly as practicable after the date hereof, SECURITY will cooperate with RELIASTAR in drafting and will file with the SEC as soon as practicable under the 1934 Act, and will use all reasonable efforts to have cleared by the SEC, a proxy statement (the "Proxy Statement") with respect to be sent to holders of the Common Stock in connection with a meeting of holders stockholders of SECURITY referred to in Section 3.3, and SECURITY will cooperate with RELIASTAR in drafting the Common Stock Registration Statement (including any adjournment or postponement thereof, of which the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”Statement is a part). The Proxy Statement shall (as it relates to SECURITY) will comply as to form in all material respects with the applicable provisions requirements of the Exchange 1934 Act and the rules and regulations thereunderof the SEC, and the Registration Statement (with respect to information concerning SECURITY or the SECURITY Subsidiaries furnished by or on behalf of SECURITY to RELIASTAR specifically for use therein) and the Proxy Statement (except with respect to data and information concerning RELIASTAR and the RELIASTAR Subsidiaries furnished by or on behalf of RELIASTAR to SECURITY specifically for use therein) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. The Company willSubject to the provisions of Section 3.4, (1) at least five (5) Business Days the Proxy Statement will contain the recommendation of the SECURITY Board that the stockholders of SECURITY vote to approve and adopt the Merger and this Agreement. SECURITY will promptly notify RELIASTAR in writing if prior to the initial anticipated filing Effective Time it shall obtain knowledge of any fact that would make it necessary to amend the Proxy Statement (or any amendment the Registration Statement) in order to render the statements made therein not misleading or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), to comply with applicable law. SECURITY will promptly furnish to the Noteholders copies RELIASTAR a true and complete copy of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed written communication of SECURITY with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as and will promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders advise RELIASTAR of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes substance of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by each such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersoral communication.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (i) Parent shall prepare and file with the SEC SEC, as soon promptly as practicable after the date of this Agreement (but in any event no later than 15 days following the date hereof), a proxy statement in preliminary form relating to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (such proxy statement, including any amendment or supplement and any schedules and exhibits thereto, the “Proxy Statement”). The Proxy Statement shall comply set forth (among other things) that the board of directors of Parent: (A) has determined that this Agreement and the transactions contemplated hereby are advisable and are fair to and in the best interests of Parent and its stockholders, and (B) recommends that Parent’s stockholders approve this Agreement and the transactions contemplated hereby (whether as components of an asset disposition and management plan (or other plan, scheme or arrangement) or otherwise).
(ii) Parent shall as soon as reasonably practicable notify Buyer of the receipt of all comments (written or oral) of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Buyer copies of all material correspondence between Parent and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Parent and Buyer shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and Parent shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon or that Parent may commence mailing the Proxy Statement. Subject to applicable Laws, Parent and Buyer each shall, upon request by the other, furnish the other with all information concerning itself, its Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent will provide Buyer a reasonable opportunity to review and consult with Parent regarding the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC, and Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the date hereof.
(iii) Parent shall cause the Proxy Statement, and the letter to stockholders, the notice of meeting and the form of proxy provided to stockholders of Parent therewith, in connection with the transactions contemplated hereby, at the time that the Proxy Statement is first mailed to the stockholders of Parent and at the time of the Stockholders Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and to comply, in all material respects, as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement SEC promulgated thereunder; provided, however, that the obligations of Parent contained in this Section 6.1(l)(iii) shall not apply to any information supplied by Buyer or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish its representatives to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting Parent for the purposes purpose of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement inclusion in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement or incorporation by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on reference in the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.
Appears in 1 contract
Proxy Statement. The To the extent the Company agrees Shareholder Approval is required by Indiana Law in order to use its commercially reasonable efforts consummate the Merger other than pursuant to prepare § 23-1-40-4 of the IBCL, then, in accordance with the IBCL, the Articles of Incorporation, the By-laws, the Exchange Act and any applicable rules of NASDAQ, as soon as practicable following the later of the Acceptance Date or the expiration of any Subsequent Offering Period provided in accordance with Rule 14d-11 promulgated under the Exchange Act and permitted hereby, the Company, in consultation with Parent, shall, subject to the satisfaction of the Minimum Tender Condition, following the successful completion of the Offer, call a special meeting of the Company’s shareholders to vote on the Merger (the “Company Shareholders’ Meeting”) and set as the record date for such meeting, the date that is one (1) Business Day following the successful completion of the Offer and promptly file with the SEC as soon as practicable a proxy statement statement, letter to shareholders, notice of meeting and form of proxy accompanying the Proxy Statement that will be sent provided to holders the shareholders of the Common Stock Company in connection with a meeting the solicitation of holders of proxies for use at the Common Stock Company Shareholders’ Meeting, and any schedules required to be filed with the SEC in connection therewith (including any adjournment collectively, as amended or postponement thereofsupplemented, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “‘‘Proxy Statement”). The Company, Parent and Merger Subsidiary, as the case may be, shall furnish all information concerning the Company, Parent or Merger Subsidiary as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Laws, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company’s shareholders as promptly as practicable after the SEC clears the Proxy Statement. The Company shall cause the Proxy Statement, when filed with the SEC, to comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and Act. At the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of time the Proxy Statement or any amendment or supplement thereto (oris first mailed to the Company’s shareholders and at the time of the Company Shareholders’ Meeting, in the case of an amendment, supplement or definitive form of Company will cause the Proxy Statement not to contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that does not materially differ from notwithstanding the previously provided foregoing, no representation or warranty is made or covenant is agreed to by the Company with respect to information supplied by Parent or Merger Subsidiary or any of their respective officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Proxy Statement. No filing of, as far in advance as is reasonably practicable in the circumstances)or amendment or supplement to, furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed or correspondence with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC staff with respect to the Proxy Statement as shall be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. The Company shall advise Parent, promptly as reasonably practicable after receipt it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and (B) mail responses thereto, or otherwise deliver (requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Shareholders’ Meeting, any information relating to the Company, Parent or Merger Subsidiary, or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party 21 or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the Company’s shareholders. The Company shall cause to be mailed or otherwise delivered) the Proxy Statement to comply as to form and substance in all material respects with the holders applicable requirements of the Company’s Common Stock promptly after, Exchange Act and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersNASDAQ.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Emmis Communications Corp)
Proxy Statement. (A) The Company agrees to use its commercially reasonable efforts to prepare Parties hereto will cooperate in the preparation and file filing with the SEC as soon as practicable a Securities and Exchange Commission ("SEC"), the Department of Banking of the Commonwealth of Pennsylvania ("Banking Department"), and the Federal Deposit Insurance Corporation ("FDIC"), the proxy statement to be sent to holders of the Common Stock distributed in connection with a meeting of holders of the Common Stock First Harrisburg Shareholders' Meeting and the Xxxxxx Shareholders' Meeting (including any adjournment or postponement thereofas amended from time to time, the “Stockholders Meeting”"Proxy Statement") in order to consider consummate the NYSE American Approvaltransactions contemplated hereby as soon as reasonably practicable and to satisfy all applicable requirements under the Securities Exchange Act of 1934, as amended ("Securities Exchange Act"), the Delaware Charter Approval rules and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act regulations thereunder, and the rules and regulations thereunderof the Banking Department and the FDIC.
(B) Xxxxxx and Xxxxxx Acquisition will furnish such information concerning Xxxxxx and Xxxxxx Acquisition as is necessary in order to cause the Proxy Statement, insofar as it relates to Xxxxxx and Xxxxxx Acquisition, to comply with Section 1(i)(A) above. The Company will, (1) Xxxxxx and Xxxxxx Acquisition agree promptly to advise First Harrisburg if at least five (5) Business Days any time prior to the initial anticipated filing of First Harrisburg Shareholders' Meeting any information provided by it in the Proxy Statement becomes incorrect or incomplete in any amendment material respect and to provide First Harrisburg with the information needed to correct such inaccuracy or supplement thereto omission. Xxxxxx and Xxxxxx Acquisition will furnish First Harrisburg with such supplemental information as may be necessary in order to cause such Proxy Statement, insofar as it relates to Xxxxxx and Xxxxxx Acquisition, to comply with Section 1(i)(A) above after the mailing thereof to First Harrisburg shareholders.
(orC) First Harrisburg will furnish Xxxxxx and Xxxxxx Acquisition with such information concerning First Harrisburg on a consolidated basis as is necessary in order to cause the Proxy Statement, insofar as it relates to First Harrisburg on a consolidated basis, to comply with Section 1(i)(A) above. First Harrisburg agrees promptly to advise Xxxxxx and Xxxxxx Acquisition if at any time any information provided by it in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from becomes incorrect or incomplete in any material respect and to provide Xxxxxx and Xxxxxx Acquisition with the previously provided information needed to correct such inaccuracy or omission. First Harrisburg will furnish Xxxxxx with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as far in advance as is reasonably practicable in the circumstances)it relates to First Harrisburg, furnish to the Noteholders copies of such documents proposed to be filed and (2comply with Section 1(i)(A) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day above after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends mailing thereof to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersXxxxxx shareholders.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Harrisburg Bancor Inc)
Proxy Statement. The If required under applicable law, the Company agrees shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Offer, and use its all commercially reasonable efforts to prepare have the Proxy Statement cleared by the SEC. Parent and file with Merger Subsidiary shall promptly furnish to the SEC as soon as practicable a proxy statement to Company all information concerning Parent and Merger Subsidiary that may be sent to holders of the Common Stock required or reasonably requested in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereofaction contemplated by this Section 5.10. Parent, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval Merger Subsidiary and such other matters as the Company shall cooperate with each other in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing preparation of the Proxy Statement or any amendment or supplement thereto (orStatement, in and the case of an amendment, supplement or definitive form Company shall notify Parent of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by of the SEC with respect to the Proxy Statement as and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any Representative of the Company and the SEC. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as reasonably practicable after receipt thereofthe Proxy Statement has been cleared by the SEC, and (B) the Company shall mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders stockholders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the . The Proxy Statement in preliminary form has been filed with shall include the SEC if recommendation by the SEC has not informed Board of Directors of the Company that it intends the Company's stockholders vote to review approve the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersMerger and this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Prima Energy Corp)
Proxy Statement. The Company agrees to use its As soon as commercially reasonable efforts to practicable hereafter, the Buyer shall prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders meeting the requirements of Section 14 of the Common Stock in connection with a meeting of holders of Exchange Act and the Common Stock (including any adjournment or postponement thereof, related rules and regulations thereunder promulgated by the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting SEC (the “Proxy Statement”) to solicit, at a duly convened meeting of the Buyer’s shareholders (“Shareholders’ Meeting”), such shareholders’ approval of the following matters, which shall be presented as a single matter for the approval of the shareholders (collectively, the “Voting Matters”): (i) the Bridge Conversion; (ii) the Consulting Agreement; (iii) certain amendments of the Buyer’s articles of incorporation and bylaws as are necessary to effect the transactions contemplated hereby (including, without limitation, the amendments necessary so as to ensure that Subchapter (E) of Chapter 25 of the PBCL does not apply to the Transactions)(the “Charter Amendment”); and (iv) each of the respective transactions contemplated thereby including, without limitation, the issuance of the Warrants pursuant to the Consulting Agreement and Seller Warrants (as such term is defined in the Asset Purchase Agreement) pursuant to the Asset Purchase Agreement (collectively, the “Transactions”). In connection with the preparation of the Proxy Statement, each of Assignee, Asera and the Bridge Lenders shall promptly provide to the Buyer such information concerning the business, financial statements and affairs of Assignee, Asera or Bridge Lenders, as applicable, as may be required under applicable law, and such other information as the Buyer may reasonably request in good faith and upon the advice of counsel, for inclusion in the Proxy Statement, or in any amendments or supplements thereto, and cause its counsel and auditors to cooperate with the Buyer’s counsel and auditors in the preparation of the Proxy Statement. The Buyer shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filings, and shall cause the Proxy Statement to be mailed to its shareholders at the earliest practicable time after the Proxy Statement is cleared by the SEC. The Proxy Statement shall comply as include the recommendation of the Board of Directors of the Buyer in favor of each of the Transactions and the conclusion of the Buyer’s Board of Directors that the terms and conditions of each of the Transactions are fair and reasonable to, and in the best interests of, the shareholders of the Buyer. Each of the Buyer, the Assignee, Asera and the Bridge Lenders, severally and not jointly, represents and warrants that the information to form be supplied by or on behalf of such party for inclusion in all material respects the Proxy Statement to be sent to the shareholders of the Buyer in connection with the applicable provisions Shareholders’ Meeting (as defined below) shall not, on the date the Proxy Statement is first mailed to the Buyer’s shareholders or at the time of the Exchange Act and the rules and regulations thereunder. The Company willShareholders’ Meeting, (1a) contain any statement which, at least five such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, (5b) Business Days omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading, or (c) omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders’ Meeting which has become false or misleading. If at any time prior to the initial anticipated filing Shareholders’ Meeting any fact or event relating to any party is discovered by such party or occurs which should be set forth in a supplement to the Proxy Statement, such party shall promptly inform each other party hereto of such fact or event. The Buyer shall keep the Assignee, Asera and the Bridge Lenders apprised of the status of matters relating to the Proxy Statement and the Shareholders’ Meeting, including promptly furnishing the Assignee, Asera and the Collateral Agent with copies of notices or other communications related to the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of Shareholders’ Meeting received by the Proxy Statement that does not materially differ Buyer from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersNASD.
Appears in 1 contract
Proxy Statement. The (a) As promptly as reasonably practicable after the date hereof (and in any event within twenty (20) Business Days after the date hereof), the Company agrees to use its commercially reasonable efforts to shall prepare and file with the SEC as soon as practicable a preliminary proxy statement relating to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Proxy Statement , and each of the Company and Parent shall, or shall comply as to form in all material respects cause their respective Affiliates to, prepare and file with the applicable provisions of SEC all other documents required by the Exchange Act in connection with the Merger and the rules other transactions contemplated hereby, and regulations thereunder. The Parent and the Company will, (1) at least five (5) Business Days prior to shall cooperate with each other in connection with the initial anticipated filing preparation of the Proxy Statement or and any amendment or supplement thereto (orsuch other filings. Except as permitted by Section 5.2, in the case of an amendment, supplement or definitive form of the Proxy Statement shall include the Company Recommendation; provided, that does not materially differ from if the previously Company Board shall have effected a Change of Recommendation in accordance with Section 5.2, then in submitting this Agreement to the Company’s stockholders, the Company Board may submit this Agreement to the Company’s stockholders without the Company Recommendation, in which event the Company Board may communicate the basis for its lack of recommendation to the Company’s stockholders in the Proxy Statement or an appropriate amendment thereof or supplement thereto. Parent agrees to provide or cause to be provided all information with respect to itself, its Affiliates and their respective Representatives as may be reasonably requested by the Company for inclusion in the Proxy Statement, Statement and any such other filings.
(b) Each Party shall as far in advance promptly as is reasonably practicable in notify the circumstances), furnish to other Parties of the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as promptly as reasonably practicable provide to the other Party copies of all written correspondence with the SEC with respect to the Proxy Statement or the transactions contemplated hereby. The Company shall use its reasonable best efforts to (i) promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and to make any amendments or filings as may be necessary in connection therewith and (ii) have the Proxy Statement cleared by the SEC staff as soon as reasonably practical after such filing. The Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with date that the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company staff advises that it has no further comments on thereon or that the Company may commence mailing the Proxy Statement. The board .
(c) Subject to applicable Law, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment thereof or supplement thereto) or responding to any comments of directors the SEC with respect thereto, the Company shall provide Parent with an opportunity to review and comment on (which comments shall be made promptly) such document or response and shall consider in good faith including in such document or response such comments reasonably proposed by Parent.
(d) If, at any time prior to the receipt of the Stockholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which, in the reasonable judgment of the Company or Parent, as the case may be, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that the Proxy Statement would 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, the Party that discovers such information shall not withdrawpromptly notify the other Parties, qualify and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment of, or modify in a manner adverse supplement to, the Proxy Statement and, to the Noteholdersextent required by applicable Law, in disseminating the information contained in such amendment or publicly propose to withdraw, qualify or modify in a manner adverse supplement to the Noteholders, its recommendation stockholders of the Shareholder ApprovalsCompany. The Nothing in this Section 5.3(d) shall limit the rights or obligations of any Party under any other paragraph of this Section 5.3.
(e) All documents that the Company shall not postpone or adjourn is responsible for filing with the Stockholders Meeting without SEC in connection with the consent Merger will comply as to form and substance in all material respects with the applicable requirements of the NoteholdersExchange Act.
Appears in 1 contract
Samples: Merger Agreement (ORBCOMM Inc.)
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (a) As promptly as practicable after the execution of this Agreement, MeriStar and Interstate shall jointly prepare and MeriStar shall file with the SEC as soon as practicable a single document that will constitute (i) the proxy statement of Interstate relating to the meeting of Interstate's stockholders (the "INTERSTATE STOCKHOLDERS MEETING") to be sent held to holders consider approval and adoption of the Common Stock Interstate Proposals, (ii) the proxy statement of MeriStar relating to the meeting of MeriStar's stockholders (the "MERISTAR STOCKHOLDERS Meeting") to be held to consider approval of the MeriStar Proposals and (iii) the registration statement on Form S-4 of MeriStar (together with all amendments thereto, the "REGISTRATION STATEMENT"), in connection with a meeting the registration under the Securities Act of holders Surviving Corporation Common Stock to be issued to the stockholders of Interstate in connection with the Merger. Substantially contemporaneously with the filing of the Common Stock (including any adjournment or postponement thereofProxy Statement with the SEC, copies of the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall be provided to the NYSE and the NASDAQ. MeriStar and Interstate shall each use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "REGISTRATION STATEMENT EFFECTIVE DATE"), MeriStar shall take all or any reasonable action required under any applicable Law in connection with the issuance of Surviving Corporation Common Stock pursuant to the Merger. Each of MeriStar and Interstate shall furnish all information concerning MeriStar or Interstate as the other party may reasonably request in connection with such actions and the preparation of the definitive proxy statement forming a part of the Registration Statement (the "PROXY STATEMENT"). As promptly as practicable after the Registration Statement Effective Date, the Proxy Statement and all associated materials (collectively, the "PROXY Materials") will be mailed to the stockholders of MeriStar and Interstate. MeriStar and Interstate shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Securities Act, (ii) the Exchange Act Act, including Sections 14(a) and 14(d) thereof, (iii) the rules and regulations thereunder. The Company willof the NYSE, (iv) the rules and regulations of the NASDAQ, (v) the DGCL and (vi) the MGCL.
(1) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of Interstate to the stockholders of Interstate that they vote in favor of the Interstate Proposals (the "INTERSTATE BOARD RECOMMENDATION"); PROVIDED, HOWEVER, that the Board of Directors of Interstate may, at least five (5) Business Days any time prior to the initial anticipated filing Effective Time, withdraw, modify or otherwise change any such recommendation pursuant to, but only in compliance with, Section 5.7(b). In addition, the Proxy Statement will include a copy of the written opinion of the Interstate Financial Advisor referred to in Section 3.18.
(2) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of MeriStar to the stockholders of MeriStar that they vote in favor of the MeriStar Proposals (the "MERISTAR BOARD RECOMMENDATION"); PROVIDED, HOWEVER, that the Board of Directors of MeriStar may, at any time prior to the Effective Time, withdraw, modify or otherwise change any such recommendation pursuant to but only in compliance with, Section 5.8(b). In addition, the Proxy Statement will include a copy of the written opinion of the MeriStar Financial Advisor referred to in Section 4.18.
(c) No amendment or supplement to the Proxy Statement shall be made without the approval of each of MeriStar and Interstate, which approval shall not be unreasonably withheld or delayed. Each of MeriStar and Interstate shall advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the MeriStar Common Stock issuable as Surviving Corporation Common Stock in connection with the Merger for offering or sale in any 63 jurisdiction, or of any request by the SEC, the NYSE or the NASDAQ for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.
(d) The information supplied by Interstate for inclusion in the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement thereto to the Proxy Materials) is first mailed to the stockholders of each of MeriStar and Interstate, (oriii) the time of Interstate Stockholders Meeting, and (iv) the time of MeriStar Stockholders Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Interstate or any Interstate Subsidiary, or their respective officers or directors, should be discovered by Interstate that, in Interstate's reasonable judgment after the receipt of advice from its independent legal counsel, should be set forth in an amendment or a supplement to the Proxy Statement, Interstate shall promptly inform MeriStar. All documents that Interstate is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material respects with the applicable requirements of the MGCL, the Securities Act and the Exchange Act.
(e) The information supplied by MeriStar for inclusion in the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders of each of MeriStar and Interstate, (iii) the time of the Interstate Stockholders Meeting, and (iv) the time of the MeriStar Stockholders Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to MeriStar or any MeriStar Subsidiary, or their respective officers or directors, should be discovered by MeriStar that, in MeriStar's reasonable judgment after the receipt of advice from its independent legal counsel, should be set forth in an amendment or a supplement to the Proxy Statement, MeriStar shall promptly inform Interstate. All documents that MeriStar is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply as to form and substance in all material aspects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act.
(f) Interstate and MeriStar shall each furnish to the other copies of any forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act or the Exchange Act, which it files with the SEC on or after the date hereof, and Interstate and MeriStar, as the case may be, represents and warrants that, as of the respective dates thereof, such reports 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 the case of an amendment, supplement or definitive form light of the Proxy Statement that does circumstances under which they were made, not materially differ from misleading. Any unaudited consolidated interim financial statements included in such reports (including any related notes and schedules) will fairly present, in all material respects, the previously provided Proxy Statementfinancial position of Interstate and its consolidated subsidiaries or MeriStar and its consolidated subsidiaries, as far the case may be, as of the dates thereof and the results of operations and cash flows and other information included therein for the periods set forth therein, in advance each case in accordance with GAAP consistently applied during the periods involved (except as is reasonably practicable otherwise disclosed in the circumstances)notes thereto) and subject to normal year-end adjustments that would not, furnish to individually or in the Noteholders copies of such documents proposed to aggregate, be filed and (2) use its commercially reasonable efforts to address material in each such document prior to being so filed with the SEC such comments as such Noteholder amount or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholderseffect.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to prepare and file with the SEC as soon (a) As promptly as practicable after the date of this Agreement, the Company shall prepare a proxy statement to be sent to holders of the Common Stock in connection (together with a meeting of holders of the Common Stock (including any adjournment amendments thereof or postponement thereofsupplements thereto, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”)) and, after consultation with Parent, file the preliminary Proxy Statement with the SEC; provided that prior to filing the preliminary Proxy Statement with the SEC, the Company shall afford Parent a reasonable opportunity for review, and the Company shall consider in good faith any comments on the preliminary Proxy Statement reasonably proposed by Parent. The Company shall use reasonable best efforts to (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement, and respond, after consultation with Parent, promptly to any comments made by the SEC with respect to the Proxy Statement; and (ii) promptly upon the earlier of (A) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (B) the conclusion of any SEC review of the preliminary Proxy Statement, cause the definitive Proxy Statement to be mailed to the Company’s shareholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by the Company without affording Parent a reasonable opportunity for consultation and review, and the Company shall consider in good faith any comments on such materials reasonably proposed by Parent. The Company will promptly notify Parent of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the preliminary Proxy Statement or definitive Proxy Statement or for additional information, and will promptly supply Parent with copies of all written correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the preliminary Proxy Statement, the definitive Proxy Statement, the Mergers or any of the other transactions contemplated by this Agreement. Prior to responding to any comments of the SEC or members of its staff, the Company shall provide Parent with a reasonable opportunity to consult and review such response and the Company shall consider in good faith any comments on such response reasonably proposed by Parent. Parent, Merger Sub I and Merger Sub II will cooperate with the Company in connection with the preparation of the Proxy Statement, including promptly furnishing to the Company any and all information regarding Parent, Merger Sub I and Merger Sub II and their respective affiliates as may be required to be disclosed therein. The Proxy Statement shall contain the Company Recommendation, except to the extent that the Company Board shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 5.6.
(b) If at any time prior to the Company Shareholders’ Meeting any event or circumstance relating to the Company or Parent or any of their respective Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, as the case may be, which, pursuant to the Exchange Act, should be set forth in an amendment or a 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company or Parent, as the case may be, shall promptly inform the other party hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the Company’s shareholders. All documents that the Company is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing of the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders.
Appears in 1 contract
Proxy Statement. The Company agrees to use its commercially reasonable efforts to (i) As promptly as practicable following the execution and delivery of this Agreement, Parent shall, in accordance with this Section 7.1(a), prepare and file with the SEC as soon as practicable SEC, in preliminary form, a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock Transactions (including any adjournment as amended or postponement thereofsupplemented from time to time, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”) to be sent to the stockholders of Parent relating to the Special Meeting, for the purpose of, among other things: (A) providing Parent’s stockholders with notice of the opportunity to redeem shares of Parent Class A Stock (the “Parent Stockholder Redemption”); and (B) soliciting proxies from holders of Parent Class A Stock to vote at the Special Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the issuance of shares of Parent Class A Stock in connection with Section 2.6; (3) the amendment and restatement of the Parent Organizational Documents in the form of the Parent A&R Charter attached hereto as Exhibit A; and (4) any other proposals the Parties deem necessary or desirable to consummate the Transactions (collectively, the “Parent Stockholder Matters”). Without the prior written consent of the Seller and the Company (each such consent not to be unreasonably withheld, conditioned or delayed), the Parent Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent’s stockholders at the Special Meeting. The Proxy Statement shall will comply as to form in all material respects and substance with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder. The Company willParent shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Parent, as promptly as practicable following the earlier to occur of: (1Y) at least five in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (5Z) Business Days prior in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”).
(ii) Prior to filing with the SEC, Parent will make available to the initial anticipated filing Company drafts of the Proxy Statement or and any other documents to be filed with the SEC that relate to the Transactions, both preliminary and final, and any amendment or supplement thereto to the Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Parent shall not file any such documents with the SEC without the prior written consent of the Company (orsuch consent not to be unreasonably withheld, conditioned or delayed). Parent will advise the Company promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the case event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of an amendmentthe waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or definitive form amendment to the Proxy Statement; (E) the issuance of any stop order by the SEC; (F) any request by the SEC for amendment of the Proxy Statement that does not materially differ Statement; (G) any comments from the previously provided SEC relating to the Proxy Statement and responses thereto; and (H) requests by the SEC for additional information relating to the Proxy Statement, as far in advance as is reasonably practicable in . Parent shall promptly respond to any SEC comments on the circumstances), furnish to the Noteholders copies of such documents proposed to be filed Proxy Statement and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable best efforts to (A) clear any comments provided have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable; provided that prior to responding to any requests or comments from the SEC, Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts.
(iii) If, at any time prior to the Special Meeting, there shall be discovered any information 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly file an amendment or supplement to the Proxy Statement containing such information. If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Parent of such information, event or circumstance.
(iv) Parent shall make all necessary filings with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofTransactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and (B) mail or otherwise deliver (or cause any rules and regulations thereunder. The Company agrees to be mailed or otherwise delivered) promptly provide Parent with all information concerning the Proxy Statement to the holders business, management, operations and financial condition of the Company’s Common Stock promptly after, Company and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement Subsidiaries, in each case, reasonably requested by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on Parent for inclusion in the Proxy Statement. The board of directors Company shall cause the officers and employees of the Company shall not withdrawand the Company Subsidiaries to be reasonably available to Parent and its counsel, qualify or modify auditors and other advisors in connection with the drafting of the Proxy Statement and responding in a timely manner adverse to comments on the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to Proxy Statement from the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersSEC.
Appears in 1 contract
Proxy Statement. The (a) After the Appointment Date, if required, Parent and Company agrees to use its commercially reasonable efforts to shall jointly prepare and shall file with the SEC a document or documents that will constitute the Proxy Statement. Parent or Company, as soon the case may be, shall furnish all information concerning Parent or Company as practicable a proxy statement to be sent to holders of the Common Stock other party may reasonably request in connection with a meeting of holders such actions and the preparation of the Common Stock (including any adjournment or postponement thereofProxy Statement. As promptly as practicable, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall be mailed to the stockholders of Company. Each of the parties hereto shall cause the Proxy Statement to comply as to form and substance to such party in all material respects with the applicable provisions requirements of (i) the Exchange Act and Act, (ii) the Securities Act, (iii) the rules and regulations thereunder. of the NYSE and (iv) the rules and regulations of the Nasdaq.
(b) The Proxy Statement shall include the approval of this Agreement and the Merger and the recommendation of the Board of Directors of Company willto Company's stockholders that they vote in favor of adoption of this Agreement, (1) at least five (5) Business Days prior subject to the initial anticipated filing right of the Board of Directors of Company to withdraw its recommendation and to recommend a Superior Proposal determined to be such in compliance with Section 6.4 of this Agreement; provided, however, that the Board of Directors of Company shall submit this Agreement to Company's stockholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation; provided, further, that nothing in this Agreement shall prevent the Company Board from withholding, withholding, amending or modifying its recommendation if the Company Board determines in good faith (after consultation with its outside legal counsel) that its fiduciary duties under applicable Law require it to do so.
(c) No amendment or supplement to the Proxy Statement shall be made without the approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or any amendment comments thereon and responses thereto or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided requests by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersadditional information.
Appears in 1 contract
Samples: Merger Agreement (Objective Systems Integrators Inc)
Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, subject to the terms of this Section 7.01, Adara (with the assistance and cooperation of the Company agrees to use its commercially reasonable efforts to as reasonably requested by Adara) shall prepare and file with the SEC as soon as practicable a proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to holders the stockholders of Adara relating to the Common Stock in connection with a meeting of holders of the Common Stock Adara’s stockholders (including any adjournment or postponement thereof, the “Stockholders Adara Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the NYSE American ApprovalTransactions, including the Merger, (ii) approval of the issuance of Adara Class A and Class E Common Stock as contemplated by this Agreement, (iii) approval of the Second Amended and Restated Adara Certificate of Incorporation as set forth on Exhibit F, (iv) approval of the Parent Equity Incentive Plan, and (v) any other proposals the parties deem necessary to effectuate the Merger (collectively, the Delaware Charter Approval “Adara Proposals”). Adara shall promptly prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Adara Class A Common Stock (A) to be issued to the stockholders of the Company pursuant to this Agreement and (B) held by the stockholders of Adara immediately prior to the Effective Time. The Company shall furnish all information concerning the Company as Adara may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Adara and the Company each shall use their reasonable best efforts to (i) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Prior to the effective date of the Registration Statement, Adara shall use reasonable best efforts to take any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Adara Class A Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Adara shall mail the Proxy Statement to its stockholders.
(b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Adara or the Company without the approval of the other matters as party (such approval not to be unreasonably withheld, conditioned or delayed). Adara and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Adara Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Adara and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its reasonable determination may present at staff with respect to the Stockholders Meeting Registration Statement and any amendment to the Registration Statement filed in response thereto.
(c) Adara represents that the “Proxy Statement”). The information supplied by Adara for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Adara, (iii) the time of the Adara Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail 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. If, at any time prior to the Effective Time, any event or circumstance relating to Adara or Merger Sub, or their respective officers or directors, should be discovered by Adara which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Adara shall promptly inform the Company. All documents that Adara is responsible for filing with the SEC in connection with the Merger and the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable provisions requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. .
(d) The Company willrepresents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (1ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Adara, (iii) the time of Adara Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail 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. If, at least five (5) Business Days any time prior to the initial anticipated filing of Effective Time, any event or circumstance relating to the Proxy Company or any Company Group Member, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as the Company shall promptly inform Adara. All documents that the Company is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed responsible for filing with the SEC such comments in connection with the Merger and the other transactions contemplated by this Agreement will comply as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by to form and substance in all material respects with the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders applicable requirements of the Company’s Common Stock promptly after, Securities Act and hold the Stockholders Meeting for rules and regulations thereunder and the purposes of obtaining Exchange Act and the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersrules and regulations thereunder.
Appears in 1 contract
Samples: Business Combination Agreement (Adara Acquisition Corp.)
Proxy Statement. The Company agrees to use its commercially reasonable efforts to As promptly as practicable after the execution of this Agreement, (i) Buyer shall prepare and file with the SEC the proxy statement/prospectus (as soon as practicable a proxy statement to be sent to holders of the Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment amended or postponement thereofsupplemented, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The ) to be sent to the shareholders of Buyer relating to the Buyer Shareholders’ Meeting and (ii) Buyer shall prepare and file with the SEC a registration statement on Form F-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Surviving Company Shares to be issued or issuable pursuant to the terms of this Agreement and the Merger Agreement. Buyer and the Companies each shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Prior to the effective date of the Registration Statement, Buyer and the Companies shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Surviving Company Shares to be issued or issuable pursuant to this Agreement and the Merger Agreement. The Sellers and the Companies shall furnish all information concerning the Companies as Buyer may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Buyer shall use its reasonable best efforts to hold any Buyer Shareholders’ Meeting necessary or that may be required under Section 7.3 and this Section 8.1, and Buyer shall mail the Proxy Statement as soon as practicable after the Registration Statement becomes effective.
(a) Buyer represents that the information supplied by Buyer for inclusion in the Proxy Statement and Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Buyer, (iii) the time of the Buyer Shareholders’ Meeting, and (iv) the Closing Date, contain any untrue statement of a material fact or fail 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. If, at any time prior to the Closing Date, any event or circumstance relating to Buyer, or their respective officers or directors, should be discovered by Buyer which should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, Buyer shall promptly inform the Companies. All documents that Buyer is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects aspects with the applicable provisions requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. .
(b) The Company willSellers and the Companies represent that the information supplied by the Sellers and the Companies for inclusion in the Proxy Statement and Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (1ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Buyer, (iii) the time of the Buyer Shareholders’ Meeting, and (iv) the Closing Date, contain any untrue statement of a material fact or fail 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. If, at least five (5) Business Days any time prior to the initial anticipated filing of Closing Date, any event or circumstance relating to the Companies, or their respective officers, managers or directors, should be discovered by the Companies which should be set forth in an amendment or a supplement to the Proxy Statement or any amendment or supplement thereto (or, in the case of an amendment, supplement or definitive form of the Proxy Statement that does not materially differ from the previously provided Proxy Registration Statement, as far in advance as is reasonably practicable in the circumstances), furnish to Companies shall promptly inform Buyer. All documents that the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed Companies are responsible for filing with the SEC such comments in connection with the Merger or the other transactions contemplated by this Agreement will comply as such Noteholder or its counsel reasonably shall propose within two (2) Business Days of receipt of such copies by to form and substance in all material respects with the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders applicable requirements of the Company’s Common Stock promptly after, Securities Act and hold the Stockholders Meeting for rules and regulations thereunder and the purposes of obtaining Exchange Act and the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersrules and regulations thereunder.
Appears in 1 contract
Samples: Combination and Stock Purchase Agreement (DD3 Acquisition Corp.)
Proxy Statement. The (a) As promptly as practicable after the date hereof, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC as soon promptly as practicable, and promptly thereafter shall mail to the Company’s stockholders, the Proxy Statement. The Company shall, as promptly as practicable after receipt thereof, provide Parent copies of any written comments, and advise Parent of any material oral comments or material communications regarding the Proxy Statement received from the SEC. The Company shall provide Parent with a proxy statement reasonable opportunity to be sent review and comment on any supplement to holders the Proxy Statement prior to filing the same with the SEC, and the Company will promptly provide Parent with a copy of all such filings made with the SEC. Subject to the terms of this Agreement, the Proxy Statement shall contain the recommendation of the Common Stock Board of Directors that the Company’s stockholders approve this Agreement and the Merger.
(b) Parent and Merger Sub will cooperate with the Company in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the NYSE American Approval, the Delaware Charter Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will, (1) at least five (5) Business Days prior to the initial anticipated filing preparation of the Proxy Statement or including, but not limited to, furnishing to the Company any amendment or supplement thereto and all information regarding Parent, Merger Sub and their respective affiliates as may be required to be disclosed therein and, without limiting the foregoing, Parent and Merger Sub will use reasonable efforts to promptly (or, in the case of an amendment, supplement or definitive form of i) review and comment upon the Proxy Statement that does not materially differ from the previously provided Proxy Statement, as far in advance as is reasonably practicable in of its filing with the circumstances)SEC, furnish to the Noteholders copies of such documents proposed to be filed and (2ii) use its commercially reasonable efforts respond to address in each such document prior to being so filed with the SEC such comments as such Noteholder or its counsel reasonably shall propose within two (2) Business Days and/or requests, if any, of receipt of such copies by the Noteholder. The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to Parent or Merger Sub.
(c) If at any time prior to the Company Stockholders’ Meeting, there shall occur any event with respect to the Company, the Subsidiaries, Parent or Merger Sub, or with respect to any information provided by the Company, Parent or Merger Sub for inclusion in the Proxy Statement Statement, which event is required to be described in an amendment or supplement to the Proxy Statement, such amendment or supplement shall be promptly filed with the SEC, as promptly as reasonably practicable after receipt thereofrequired by applicable Law, and (B) mail or otherwise deliver (or cause disseminated to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company’s Common Stock promptly afterstockholders, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after the Proxy Statement in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement. The board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholdersas applicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Strategic Distribution Inc)
Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, the Parent and the Company agrees to use its commercially reasonable efforts to shall jointly prepare and file with the SEC as soon as practicable a single document that will constitute (i) the proxy statement of the Company relating to the special meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS MEETING") to be sent held to holders consider approval and adoption of this Agreement and the Merger, (ii) the registration statement on Forms F-4 and F-6 of the Common Stock Parent (together with all amendments thereto, the "REGISTRATION STATEMENT"), in connection with a meeting of holders the registration under the Securities Act of the Parent ADSs (and the Parent Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”underlying such Parent ADSs) to consider be issued to the NYSE American Approval, the Delaware Charter Approval and such other matters as stockholders of the Company in its reasonable determination may present at connection with the Stockholders Meeting Merger and the prospectus included in the Registration Statement (such single document, together with any amendments thereof or supplements thereto, the “Proxy Statement”"PROXY STATEMENT"). The Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the Nasdaq National Market. The Parent and the Company each shall use commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "REGISTRATION STATEMENT EFFECTIVE DATE"), the Parent shall take all or any action required under any applicable Law in connection with the issuance of Parent ADSs pursuant to the Merger. The Parent or the Company, as the case may be, shall furnish all information concerning the Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the Registration Statement Effective Date, the proxy statement and prospectus included in the Proxy Statement (collectively, the "PROXY MATERIALS") will be mailed to the stockholders of the Company. The Parent and the Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations thereunder. The Company willof the Nasdaq National Market principal securities exchanges and quotation services on which the common stock, (1iv) at least five the DGCL and (5v) Business Days prior any other applicable Law.
(b) Subject to Section 5.7(e), the Proxy Statement shall include the unconditional recommendation of the Board of Directors of the Company to the initial anticipated filing stockholders of the Company that they vote in favor of the adoption of this Agreement and the Merger. In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the Company Financial Advisor referred to in Section 3.20.
(c) No amendment or supplement to the Proxy Statement will be made without the approval of each of the Parent and the Company, which approval shall not be unreasonably withheld or delayed. Each of the Parent and the Company will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or the Nasdaq National Market for amendment of the Proxy Statement or any amendment comments thereon and responses thereto or supplement thereto requests by the SEC for additional information.
(or, d) The information supplied by the Company for inclusion in the case of an amendment, supplement or definitive form of the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders of Company, (iii) the time of the Company Stockholders Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that does not materially differ from should be set forth in an amendment or a supplement to the previously provided Proxy Statement, as far in advance as the Company shall promptly inform the Parent. All documents that the Company is reasonably practicable in the circumstances), furnish to the Noteholders copies of such documents proposed to be filed and (2) use its commercially reasonable efforts to address in each such document prior to being so filed responsible for filing with the SEC such comments in connection with the transactions contemplated by this Agreement will comply as such Noteholder or its counsel reasonably shall propose within two to form and substance in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act.
(2e) Business Days of receipt of such copies The information supplied by the Noteholder. The Company Parent for inclusion in the Proxy Statement shall use its commercially reasonable efforts to not, at (Ai) clear the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any comments provided by the SEC with respect amendment of or supplement to the Proxy Statement as promptly as reasonably practicable after receipt thereofMaterials) are first mailed to the stockholders the Company, (iii) the time of the Company Stockholders Meeting, and (Biv) mail the Effective Time, contain any untrue statement of a material fact or otherwise deliver (or cause fail to state any material fact required to be mailed or otherwise delivered) stated in the Proxy Statement or necessary in order to make the holders of the Company’s Common Stock promptly after, and hold the Stockholders Meeting for the purposes of obtaining the Shareholder Approvals not later than sixty (60) calendar days after, (x) the first Business Day following the 10th calendar day after statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by the Parent that should be set forth in preliminary form has been filed with the SEC if the SEC has not informed the Company that it intends an amendment or a supplement to review the Proxy Statement by such 10th calendar day or (y) the 10th calendar day after the SEC has informed the Company that it has no further comments on the Proxy Statement, the Parent shall promptly inform the Company. The board of directors All documents that the Parent is responsible for filing in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Company shall not withdrawDGCL, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to Securities Act and the Noteholders, its recommendation of the Shareholder Approvals. The Company shall not postpone or adjourn the Stockholders Meeting without the consent of the NoteholdersExchange Act.
Appears in 1 contract
