Registration Statement and Proxy Statement/Prospectus Sample Clauses
Registration Statement and Proxy Statement/Prospectus. (a) Parent and the Company shall cooperate and promptly prepare the Registration Statement and the Proxy Statement/Prospectus and shall file the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus with the SEC as soon as practicable after the date hereof and in any event not later than 60 days after the date hereof. Each Party shall give the other Party and its counsel a reasonable opportunity to review and comment on the Registration Statement and the Proxy Statement/Prospectus, including all amendments and supplements thereto, prior to such documents being filed with the SEC or disseminated to stockholders of the Company and shall give the other Party and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and comments from the SEC prior to their being filed with, or sent to, the SEC. Parent and the Company shall use their respective reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing. Parent and the Company will provide each other with any information which may be required to prepare and file the Proxy Statement/Prospectus and the Registration Statement. The Company will cause the Proxy Statement/Prospectus to be mailed to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as applicable, will as promptly as reasonably practicable inform the other of such occurrence, and Parent and the Company will cooperate in filing such amendment or supplement with the SEC, use reasonable efforts to cause such amendment to become effective as promptly as possible and, if required, mail such amendment or supplement to their respective stockholders.
(b) Parent will cause the Registration Statement, at the time it becomes effective under the Securities Act, to 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, and the Company shall be responsible for furnishing to Parent true, accurate and complete information relating to the Company and holders of Company Common Stock and Company St...
Registration Statement and Proxy Statement/Prospectus. (a) The Acquired Fund and the Acquiring Fund will mutually cooperate, using reasonable best efforts, to expeditiously prepare the Registration Statement, including the proxy statement/prospectus to be prepared by the Acquiring Fund to be included in the Registration Statement (the “Proxy Statement/Prospectus”), and have it declared effective by the SEC as soon as reasonably practicable. The Acquiring Fund and the Acquired Fund shall reasonably cooperate with any review of financial information and financial statements that is reasonably required in connection with the preparation and filing of the Registration Statement, including the issuance of any consents. The Registration Statement (including the Proxy Statement/Prospectus) shall comply in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder.
(b) The Acquired Fund and the Acquiring Fund will mutually cooperate, using reasonable best efforts, to expeditiously prepare a proxy statement in connection with the approval of the issuance of additional Acquiring Fund shares in connection with this Agreement. The aforementioned proxy statement shall comply in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder.
(c) To the extent the Acquired Fund has not provided the Acquiring Fund with information regarding the Acquired Fund, and the Acquiring Fund has not provided the Acquired Fund with information regarding the Acquiring Fund, reasonably necessary for the preparation by the Acquiring Fund of the Registration Statement in compliance with the 1933 Act, the 1934 Act and the 1940 Act, each party shall provide the materials and information necessary to prepare the Registration Statement.
(d) If at any time prior to the Closing, the Acquired Fund or the Acquiring Fund becomes aware of any untrue statement of material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made, the party discovering the item will notify the other party and the parties will cooperate in promptly preparing, filing and clearing with the Commission and, if appropriate, distributing to shareholders appropriate disclosure with respect to the item.
Registration Statement and Proxy Statement/Prospectus. (a) ▇▇▇▇▇▇▇ agrees to cooperate and assist EQBK in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of EQBK Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to EQBK all information concerning ▇▇▇▇▇▇▇ and each of its Subsidiaries that EQBK may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus. None of the information supplied or to be supplied by Eastman or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of ▇▇▇▇▇▇▇ and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to ▇▇▇▇▇▇▇ necessary in order to make the statements therein with respect to Eastman, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that ▇▇▇▇▇▇▇ is responsible for filing with any Regulatory Agency in connection with the Merger shall comply with respect to ▇▇▇▇▇▇▇ in all material respects with the provisions of applicable Law.
(b) The ▇▇▇▇▇▇▇ Board has resolved to recommend to the ▇▇▇▇▇▇▇ shareholders that they approve this Agreement, the Merger and the transactions contemplated herein and shall submit to its shareholders this Agreement and any other matters required to be approved by its shareholders in order to carry out the purposes of this Agreement. The ▇▇▇▇▇▇▇ Board shall (i) include in the Proxy Statement/Prospectus the recommendation of the ▇▇▇▇▇▇▇ Board that the shareholders of ▇▇▇▇▇▇▇ vote in favor of this Agreement, the Merger and the transactions contemplated hereby, (ii) use its commercially reasonable efforts to obtain such shareholder approval of this Agreement, the Merger and the transactions contemplated hereby, (iii) perform such other acts as may reasonably be requested by EQBK to ensure that such shareholder approval...
Registration Statement and Proxy Statement/Prospectus. None ----------------------------------------------------- of the information to be supplied by Wood or any of its accountants, counsel or other authorized representatives for inclusion in (a) the Registration Statement or (b) the Joint Proxy Statement will, in the case of the Joint Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Joint Proxy Statement and any amendments or supplements thereto, and at the time of the meeting of the shareholders of Wood to be held in connection with the Combination, or, in the case of the Registration Statement and any amendments thereto, at the time it is declared effective 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, it being understood and agreed that no representation or warranty is made by Wood with respect to any information supplied by iPrint or its accountants, counsel or other authorized representatives. If at any time prior to the Effective Time any event with respect to Wood or its officers and directors shall occur which is or should be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading in any material respect or omits 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 false or misleading.
Registration Statement and Proxy Statement/Prospectus. None of the information to be supplied by the Company or any of its accountants, counsel or other authorized representatives for inclusion in (a) the Registration Statement or (b) the Joint Proxy Statement will, in the case of the Joint Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Joint Proxy Statement and any amendments or supplements thereto, and at the time of the meeting of the shareholders of the Company to be held in connection with the Merger, or, in the case of the Registration Statement and any amendments
Registration Statement and Proxy Statement/Prospectus. The information supplied or to be supplied by the Company, any Company Subsidiary or their respective Representatives (as defined in Section 6.3) for inclusion in (a) the Registration Statement (as defined in Section 6.9) will not, either at the time the Registration Statement is filed with the SEC, at the time any amendment thereof or supplement thereto is filed with the SEC, at the time it becomes effective under the Securities Act 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 not misleading and (b) the Proxy Statement/Prospectus (as defined in Section 6.9), including any amendments and supplements thereto, will not, either at the date mailed to the Company's stockholders or at the time of the Company 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 the light of the circumstances under which they were made, not misleading. The Proxy Statement/Prospectus, as to information supplied by the Company, any Company Subsidiary or their respective Representatives, will comply in all material respects with all applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.
Registration Statement and Proxy Statement/Prospectus. The Company and the Purchaser shall promptly furnish all information as may be required for inclusion in the Registration Statement to be filed with the SEC in connection with the issuance of shares of Common Stock upon the filing of the Amended and Restated Certificate and the Initial Closing (the "Registration Statement") and the proxy statement/prospectus which will form a part thereof (the "Proxy Statement/Prospectus"). The Company shall file with the SEC as soon as practicable the Registration Statement under the Securities Act. The Company shall use reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. The Company shall use reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "blue sky" permits or approvals required to consummate the transactions contemplated by this Agreement. If at any time prior to the Effective Time, any information pertaining to the Company or the Purchaser contained in or omitted from the Registration Statement makes such information false or misleading, the Company or the Purchaser shall promptly inform the other party and provide such other party with information necessary to make the statements contained therein not misleading. No amendment or supplement to the Proxy Statement/Prospectus will be made by the Company or the Purchaser without the approval of the other party, which approval shall not be unreasonably withheld.
Registration Statement and Proxy Statement/Prospectus. As promptly as practical following the date of this Agreement, (i) Parent and the Company shall jointly prepare and cause to be filed with the SEC, the Proxy Statement/Prospectus and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC the Registration Statement, which shall include the Proxy Statement/Prospectus. Each of Parent and the Company shall cooperate with each other and use their respective reasonable best efforts to (i) cause the Registration Statement and the Proxy Statement/Prospectus, when filed, 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 or its staff concerning the Registration Statement and the Proxy Statement/Prospectus, (iii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (iv) keep the Registration Statement effective for so long as necessary to complete the Merger. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other Party and its outside counsel a reasonable opportunity to review and comment thereon, and each Party shall consider in good faith all comments reasonably proposed by the other Party; provided, however, that the Company, in connection with a Company Board Recommendation Change, may amend or supplement the Proxy Statement/Prospectus (including by incorporation by reference) to effect such change without Parent’s consent. Subject to the proviso in the foregoing sentence and Section 5.4, the Company shall include the Company Board Recommendation in the Proxy Statement/Prospectus.
Registration Statement and Proxy Statement/Prospectus. The information to be supplied by Geac in writing for inclusion or incorporation by reference in the Registration Statement as it relates to Geac, at the time the Registration Statement is declared effective by the SEC, 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 not misleading. The information to be supplied by Geac in writing for inclusion in the Proxy Statement/Prospectus, at the date the Proxy Statement/Prospectus is first mailed to Extensity's stockholders, at the time or times of the Stockholder Meeting, and at the Effective Time, 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 were made, not misleading. If, at any time before the Effective Time, any event with respect to Geac or any Geac Subsidiary shall occur which is required to be described in the Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC (and, if required by applicable Canadian Securities Laws, with the applicable Canadian Securities Commissions) and, as required by Law, disseminated to the stockholders of Extensity.
Registration Statement and Proxy Statement/Prospectus. The information to be supplied by Extensity in writing for inclusion or incorporation by reference in the Registration Statement on Form F-4 registering the Geac Common Shares to be issued in the Merger (the "Registration Statement") as it relates to Extensity, at the time the Registration Statement is declared effective by the SEC, 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 not misleading. The information to be supplied by Extensity in writing for inclusion in the proxy statement/prospectus to be sent to the stockholders of Extensity in connection with the Stockholder Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to as the "Proxy Statement/Prospectus"), at the date the Proxy Statement/Prospectus is first mailed to Extensity's stockholders, at the time or times of the Stockholder Meeting, and at the Effective Time, 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 were made, not misleading. If, at any time before the Effective Time, any event with respect to Extensity or the Extensity Subs shall occur which is required to be described in the Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and the Ontario Securities Commission, and, as required by Law, disseminated to the stockholders of Extensity.