Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date hereof, (i) the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the Mergers.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date hereofexecution of this Agreement, (i) Seller and the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and registration statement on Form S-4 promulgated under the Securities Act (iior on such other form as shall be appropriate) Parent (with relating to the Company’s approval of the Agreement and the Mergers by the stockholders of Seller and shall use reasonable cooperation) shall prepare and file with efforts to cause the SEC a Registration Statement, in which the Statement to become effective as soon thereafter as practicable. The Proxy Statement/Prospectus will shall include the recommendation of the Board of Directors of Seller in favor of the Mergers; provided, however, the Board of Directors of Seller may, at any time prior to such time as the stockholders of Seller shall have adopted and approved this Agreement and the Mergers in accordance with the DGCL, withdraw, modify or change any such recommendation to the extent Board of Directors of Seller determines in good faith, after consultation with its outside counsel, that the failure to so withdraw, modify or change its recommendation would reasonably be included as likely to constitute a prospectusfailure of its Board of Directors to comply with its fiduciary duties under Delaware Law. Any withdrawal, modification or change of the recommendation in favor of the Mergers pursuant to this Section 6.1 shall be deemed by the parties not to change the approval of the Board of Directors of Seller for purposes of causing any business combination, control share acquisition, fair price or other anti-takeover law or regulation (including, without limitation, Section 203 of the DGCL) to be inapplicable to the Mergers and any such withdrawal, modification or change shall not affect Seller’s obligations in the first sentence of this Section 6.1, unless, in connection therewith, Seller terminates this Agreement in accordance with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First MergerSection 8.1(g). Each of Parent and the The Company shall use commercially reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement declared effective under by the Securities Act SEC as promptly as practicable after such filing (including by responding and to comments from maintain the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution effectiveness of the Registration Statement and through the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholdersEffective Time. If, at any time prior to the Effective Time, the Company Shareholders Meeting, or Seller shall obtain knowledge of any information relating pertaining to the Company or ParentSeller, or any of their respective Affiliatesas applicable, should be discovered by the Company or Parent which should be set forth in that would require an amendment or supplement to either the Registration Statement, the Company or Seller, as the case may be, shall so advise the other party in writing and shall promptly furnish the other party with all information as shall be required for such amendment or supplement. Thereafter, the Company shall promptly take such action as shall be required to amend or supplement the Registration Statement; the Company shall not otherwise amend the Registration Statement without the consent of Seller (which shall not be unreasonably withheld, conditioned or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the Mergersdelayed).
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Alphasmart Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date hereof, (i) the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, The information supplied by Seller for inclusion in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use reasonable best efforts to (A) cause the Registration Statement and (as defined in Section 3.10, below) shall not at the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have time the Registration Statement is declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 light of the circumstances under which they were made, not misleading. The information supplied by Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of Seller in connection with the meeting of Seller’s stockholders to consider the Mergers (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) shall not at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders and at the time of the Seller Stockholders’ Meeting, be false or misleading with respect to any material fact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The party that discovers such information shall promptly notify the other parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, If at any time prior to the extent required Effective Time any event relating to Seller or any of its affiliates, officers or directors should be discovered by Law, disseminated Seller which should be set forth in an amendment to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect a supplement to the Proxy Statement/Prospectus, Seller shall promptly inform the Registration Statement Company. The Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, a person, other than Seller, the MergersSeller Subsidiaries or any of its officers, directors and employees, which is contained in any of the foregoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Alphasmart Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after Subject to the date hereofaccuracy of the representations of Parent in Section 3.12, (i) the information supplied by the Company for inclusion in the Registration Statement (with Parent’s reasonable cooperationas defined in Section 5.02) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, in pursuant to which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and Merger will be registered with the Company SEC shall use reasonable best efforts to (A) cause not at the time the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated is declared effective by the SEC, (B) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does not SEC 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 thereintherein not misleading. The information supplied by the Company for inclusion in the Proxy Statement/Prospectus (as defined in Section 5.02) to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "Company Stockholders Meeting") and, if required to satisfy the condition in Section 6.01(c) hereof, to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the issuance of the Parent Common Stock in connection with the Merger (the "Parent Stockholders Meeting"), will not, on the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company at the time of the Company Stockholders Meeting and, if required, Parent at the time of the Parent Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which they are it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading. The party that discovers such information shall promptly notify the other parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, If at any time prior to the extent required by Law, disseminated Effective Time any event relating to the Company Shareholders. Subject to applicable Lawor any of its respective affiliates, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order officers or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request directors should be discovered by the SEC or the staff of the SEC for amendments or supplements Company which should be set forth in an amendment to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect a supplement to the Proxy Statement/Prospectus, the Registration Statement Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in any of the Mergersforegoing documents.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vons Companies Inc), Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Safeway Inc)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date hereofof this Agreement, (i) Parent and the Company (with Parent’s reasonable cooperation) shall jointly prepare and file cause to be filed with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus Prospectus, in preliminary form, and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file cause to be filed with the SEC a the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus Prospectus, in preliminary form, will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall parties shall: (i) use reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Form S-4 Registration Statement and the Proxy Statement/Statement/ Prospectus to be mailed comply in all material respects with all applicable rules, regulations and requirements of the Exchange Act or Securities Act; (ii) promptly notify the other upon receipt of, and cooperate with each other and use reasonable best efforts to its stockholders. If, at any time prior to the Company Shareholders Meetingrespond to, any information relating to comments or requests of the Company SEC or Parentits staff, or including for any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Form S-4 Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 ; (iii) promptly notify provide the other parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all written correspondence and a summary of all oral communications between either party it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect relating to the Form S-4 Registration Statement or the Proxy Statement/Prospectus; (iv) use reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the MergersProxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal. The Company will, prior to filing the preliminary Proxy Statement/Prospectus, use its reasonable best efforts to obtain all necessary consents of the Company Financial Advisor to permit the Company to include in the Proxy Statement/Prospectus the opinion of the Company Financial Advisor that, as of the date of such opinion and subject to the assumptions, qualifications and limitations set forth in such opinion, the Exchange Ratio pursuant to this Agreement is fair, from a financial point of view, to the holders of the Company Common Stock (other than the Excluded Shares).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viasat Inc), Agreement and Plan of Merger (RigNet, Inc.)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date hereofof this Agreement, (i) Parent and the Company (with Parent’s reasonable cooperation) shall jointly prepare and file cause to be filed with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus Prospectus, in preliminary form, and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file cause to be filed with the SEC a the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus Prospectus, in preliminary form, will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company parties shall (i) use reasonable best efforts to (A) cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply in all material respects with the all applicable rules rules, regulations and regulations promulgated by the SEC, (B) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date requirements of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with Exchange Act or Securities Act; (ii) promptly notify the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing other upon receipt of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in cooperate with each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meetingrespond to, any information relating to comments or requests of the Company SEC or Parentits staff, or including for any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Form S-4 Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 ; (iii) promptly notify provide the other parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all written correspondence and a summary of all oral communications between either party it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect relating to the Form S-4 Registration Statement or the Proxy Statement/Prospectus, ; (iv) use reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Mergers; and (vi) cooperate with the other party and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the MergersProxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal. The Company will, prior to filing the preliminary Proxy Statement/Prospectus, use its reasonable best efforts to obtain all necessary consents of the Company Financial Advisor to permit the Company to include in the Proxy Statement/Prospectus the opinion of the Company Financial Advisor that, as of the date of such opinion and based on and subject to the matters, assumptions, qualifications and limitations set forth in such opinion, the Exchange Ratio provided for in this Agreement is fair, from a financial point of view, to the holders of Company Common Stock (other than, as applicable, Parent, the Acquisition Subs and their respective Affiliates).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lemonade, Inc.), Agreement and Plan of Merger (Metromile, Inc.)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofof this Agreement (but in no event later than 10 Business Days following the date of this Agreement), (i) Parent and the Company (with Parent’s reasonable cooperation) shall jointly prepare and file Parent shall cause to be filed with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with . Each of Parent and the registration under Company shall notify the Securities Act other party promptly of the shares receipt of Parent Common Stock any comments from the SEC or staff of the SEC, for amendments or supplements to be issued in the First MergerForm S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable best efforts efforts: (i) to (A) cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (Band its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement declared become effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from it is filed with the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger ; and (Cv) to keep the Form S-4 Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the The Company shall use its commercially reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its stockholdersSubsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. IfEach party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, at any time prior before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. If either Parent or the Company Shareholders Meeting, becomes aware of any information relating to the Company or Parent, or any of their respective Affiliates, that should be discovered by the Company or Parent which should be set forth disclosed in an amendment or supplement to either the Form S-4 Registration Statement or the Proxy Statement/Prospectus, so that either then such document does 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 shall: (i) promptly notify inform the other parties, an appropriate party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Form S-4 Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or prior to it being filed with the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party or any of its Representatives, on the one hand, and the SEC or its staff, on SEC; (iii) provide the other handparty with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, with respect if appropriate, in mailing such amendment or supplement to the Proxy Statement/Prospectus, stockholders of the Registration Statement or the MergersCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc), Agreement and Plan of Merger (Acelrx Pharmaceuticals Inc)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date hereof, (ia) the Company (Charter shall reasonably cooperate with Parent’s reasonable cooperation) shall CenterState in order for CenterState to prepare and file the Registration Statement (including the Proxy Statement-Prospectus and all related documents) with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act issuance of the shares of Parent CenterState Common Stock in the transactions contemplated by this Agreement. Charter shall use its commercially reasonable efforts to deliver to CenterState such financial statements and related analysis of Charter, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Charter, as may be required in order to file the Registration Statement, and any other report required to be issued filed by CenterState with the SEC, in the First Mergereach case, in compliance in all material respects with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to CenterState to review. Each of Parent and the Company shall Charter agrees to use its commercially reasonable best efforts to (A) cause cooperate with CenterState and CenterState’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Charter’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus to comply with -Prospectus. CenterState shall, as soon as is practicable, but in no event later than sixty (60) days after the applicable rules and regulations promulgated by the SECdate hereof, (B) have file the Registration Statement with the SEC. Each of CenterState and Charter agree to use their respective commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. CenterState also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act as Act, Charter, at its own expense, shall promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required mail or cause to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, mailed the Proxy Statement/-Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the Mergers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charter Financial Corp), Agreement and Plan of Merger (Charter Financial Corp)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after practicable, and in any event within forty-five (45) days following the date hereofexecution of this Agreement, (i) Parent and the Company shall jointly prepare and cause to be filed with the SEC the Proxy Statement/Prospectus in preliminary form, which shall contain the Company Recommendation (unless a Company Adverse Recommendation Change has occurred) and the Parent Recommendation (unless a Parent Adverse Recommendation Change has occurred), and (ii) Parent shall prepare and cause to be filed with Parent’s reasonable cooperationthe SEC the Form S-4, which shall include the Proxy Statement/Prospectus. To the extent necessary, (i) Parent shall cause the depositary of Parent ADSs to prepare and file with the SEC preliminary proxy materials which shall constitute SEC, no later than the Proxy Statement/Prospectus date prescribed by the rules and regulations under the Securities Act, a registration statement, or a post-effective amendment thereto, as applicable, on Form F-6 or 8-K, as applicable, with respect to the Parent ADSs deliverable in connection with the Merger and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use its commercially reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement such filing declared effective under the Securities Act as promptly as practicable after such filing and to keep such filing effective as long as necessary to consummate the transactions contemplated by this Agreement, including the Merger. Parent shall use its commercially reasonable efforts, and the Company shall reasonably cooperate with Parent in such efforts (including by responding providing all information reasonably requested by Parent in connection with the preparation of the Form S-4) to comments from have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the transactions contemplated by this Agreement, including the Merger. The Company shall establish a record date for the Company Stockholders Meeting and Parent shall establish a record date for the Parent Shareholders Meeting (which shall, to the extent practicable and consistent with applicable Law or the rules of the relevant securities exchange, be the same date as the record date for the Company Stockholders Meeting) and each of the Company and Parent shall commence a broker search in connection therewith, as promptly as practicable following the date of this Agreement and mail the Proxy Statement/Prospectus to holders of the Company Common Stock and Parent Shareholders, as applicable, as promptly as practicable after the Form S-4 is declared effective under the Securities Act (and in any event within ten (10) days of the date the Form S-4 is declared effective by the SEC), and, prior . Parent shall also use commercially reasonable efforts to the effective date of the Registration Statement, take all any action reasonably required to be taken under any applicable state securities Laws and other applicable Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order ADSs pursuant to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parentthis Agreement, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information concerning the Company and Parent, as applicable, as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after For the Registration Statement shall have become effectiveavoidance of doubt, the Company obligations of each party in this Section 6.1(a) shall use include provision by such party of (x) all such information about itself, its reasonable best efforts to cause directors and its Affiliates as may be reasonably requested by the other party for inclusion in the Proxy Statement/Prospectus or Form S-4 and (y) reasonable access to, and using commercially reasonable efforts to provide reasonable assistance from, the other party’s representatives in connection therewith. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4, shall be mailed made by Parent, or with respect to its stockholdersthe Proxy Statement/Prospectus shall be made by the Company, or in either case any of their respective subsidiaries, without providing the other party a reasonable opportunity to review and comment thereon. IfParent shall advise the Company, promptly after it receives notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent ADSs issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company shall advise Parent, promptly after it receives notice of any request by the SEC for the amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time the Company Shareholders Meeting, or Parent discover that any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company officers or Parent directors, which should be set forth in an amendment or supplement to either the Registration Statement Form S-4 or the Proxy Statement/Prospectus, so that either any of such document does documents would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The , the party that which discovers such information shall promptly notify the other parties, parties hereto and an appropriate amendment or supplement describing such information shall be prepared, promptly filed with the SEC SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to holders of the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the MergersStock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peak Bio, Inc.), Agreement and Plan of Merger (Akari Therapeutics PLC)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofexecution and delivery of this Agreement, (i) Parent and the Company (with Parent’s reasonable cooperation) shall prepare prepare, and Parent shall file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC SEC, a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, Statement on Form S-4 in connection with the registration under the Securities Act issuance of the shares of Parent Common Stock in the Merger (as may be amended or supplemented from time to time, the “Registration Statement”). The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger, and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the Merger Proposal to be issued in considered at the First MergerCompany Shareholder Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use its reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing (including by responding to comments from with the SEC), and, prior to . Without limiting the effective date generality of the Registration Statementforegoing, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation each of the First Merger. No filing ofCompany and Parent shall, or amendment or supplement and shall cause its respective Representatives to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing fully cooperate with the other party with a reasonable opportunity to review hereto and comment (which comments shall be considered by its respective Representatives in the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution preparation of the Registration Statement and the Proxy Statement/Prospectus, including in the preparation and delivery of any consents, opinions, reports or appraisals that may be required in connection therewith, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable after the Registration Statement shall have become effectiveis declared effective by the SEC (and in no event more than five (5) Business Days thereafter), the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly shareholders of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the MergersCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Market Leader, Inc.)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after The information supplied by the date hereof, (i) the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, Seller for inclusion in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use reasonable best efforts to (A) cause the Registration Statement and will not, at the Proxy Statement/Prospectus to comply with time the applicable rules and regulations promulgated Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, (B) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 light of the circumstances under which they were made, not misleading. The information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to any material fact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The party that discovers such information shall promptly notify If at any time prior to the other partiesEffective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is discovered by the Seller which should be set forth in an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party an amendment or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect supplement to the Proxy Statement/Prospectus, the Registration Statement Seller shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the MergersCompany which is contained in any of the foregoing documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Heritage Bankshares of Florida Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after The written information supplied by Claremont for inclusion in the date hereof, (i) registration statement on Form S-4 pursuant to which shares of CBSI Common Stock issued in the Company (with Parent’s reasonable cooperation) shall prepare and file Merger will be registered with the SEC preliminary proxy materials which shall constitute (the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a "Registration Statement"), in which shall not at the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use reasonable best efforts to (A) cause time the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated is declared effective by the SEC, (B) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does not SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they are were made, not misleading. The party that discovers such written information shall promptly notify supplied by Claremont for inclusion in the other parties, an appropriate amendment or supplement describing such information shall joint proxy statement/prospectus to be prepared, filed with the SEC and, sent to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly shareholders of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable CBSI and Claremont in connection with the First meeting of Claremont's shareholders to consider this Agreement and the Merger for offering (the Claremont Shareholders' Meeting") and in connection with the meeting of CBSI's shareholders (the "CBSI Shareholders' Meeting") to consider the issuance of shares of CBSI Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to shareholders of Claremont or sale CBSI, at the time of the Claremont Shareholders' Meeting and the CBSI Shareholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement not false or misleading, or omit to state any material fact necessary to correct any statement in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements earlier communication with respect to the Proxy Statement/Prospectus solicitation of proxies for the CBSI or Claremont Shareholders' Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Claremont or any of its Affiliates (as defined in Section 6.11), officers or directors should be discovered by Claremont which should be set forth in an amendment to the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect a supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or the Mergers.Claremont shall promptly inform CBSI. Section 3.10
Appears in 1 contract
Samples: Agreement and Plan of Merger (Complete Business Solutions Inc)
Registration Statement; Proxy Statement/Prospectus. As promptly The Registration Statement on Form S-4 (or such other or successor form as practicable after the date hereofshall be appropriate), (i) including any amendments or supplements thereto, the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a "Registration Statement"), in pursuant to which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Alamar Common Stock to be issued in the First Merger. Each of Parent and Merger will be registered with the Company SEC shall use reasonable best efforts to (A) cause not, at the time the Registration Statement and the Proxy Statement/Prospectus to comply is filed with the applicable rules SEC and regulations promulgated by at the SEC, (B) have the Registration Statement declared time it becomes effective under the Securities Act as promptly as practicable after such filing (including by responding Act, contain any untrue statement of a material fact or omit to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under state any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date material fact necessary in order to permit make the consummation statements included therein not misleading. The Proxy Statement shall not, on the date the Proxy Statement is first mailed to shareholders, at the time of the First Merger. No filing ofAlamar Shareholders' Meeting and at the Effective Time, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 false or misleading, or omit to state any material affect necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Alamar Shareholders' Meeting which has become false or misleading. Alamar has reviewed the disclosures in the S Private Placement document and represents that such disclosures do 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 party that discovers such information shall promptly notify the other parties, an appropriate amendment or supplement describing such information shall be prepared, filed Registration Statement will comply as to form in all material respects with the SEC and, applicable provisions of the Securities Act and the rules and regulations thereunder. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The S Private Placement document will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. If at any time prior to the extent required Effective Time any event relating to Alamar or any of its respective affiliates, officers or directors should be discovered by Law, disseminated Alamar which should be set forth in an amendment to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering S Private Placement document or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements a supplement to the Proxy Statement/Prospectus , Alamar will promptly inform AccuMed. Notwithstanding the foregoing, Alamar makes no representation or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, warranty with respect to any information supplied by AccuMed for inclusion in any of the Proxy Statement/Prospectus, the Registration Statement or the Mergersforegoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Commonwealth Associates)
Registration Statement; Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after following the date hereofexecution and delivery of this Agreement, Acquiror shall, in accordance with this Section 8.02(a) (i) and the Company will reasonably cooperate (including causing each of its Subsidiaries and Representatives to reasonably cooperate) with Parent’s reasonable cooperation) shall Acquiror, and provide to Acquiror all information regarding such Company Party, its Affiliates and its business that is necessary therefor), prepare and file with the SEC SEC, in preliminary proxy materials form, a registration statement on Form S-4 or other applicable form (the “Registration Statement”) pursuant to which shares of Acquiror Common Stock issuable in the First Merger will be registered with the SEC, which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC include a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, joint proxy statement in connection with the registration under Transactions (the Securities Act “Proxy Statement / Prospectus”) to be sent to the stockholders of Acquiror and the Company 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 Parent Acquiror Class A 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”); (B) soliciting proxies from holders of Acquiror Class A Common Stock to be issued vote at the Special Meeting, as adjourned or postponed, in the First Merger. Each of Parent and the Company shall use reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date favor of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger Acquiror Stockholder Matters; and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by providing the Company, in each case without providing ’s stockholders with information regarding the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other transactions contemplated hereby in connection with any such action making a determination as to whether to approve this Agreement and the preparation, filing transactions contemplated hereby. The Proxy Statement / Prospectus will comply as to form and distribution substance with the applicable requirements of the Registration Statement SEC and the rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. Acquiror shall (I) file the definitive Proxy Statement/Prospectus. As promptly as practicable after Statement / Prospectus with the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to SEC and (II) cause the Proxy Statement/Statement / Prospectus to be mailed to its stockholders. Ifstockholders of record, at any time prior as of the record date to be established by the Acquiror Board in accordance with Section 8.02(b) and the stockholders of the Company Shareholders Meeting, any information relating identified to the Company or Parent, or any of their respective Affiliates, should be discovered Acquiror by the Company or Parent which should be set forth Company, as promptly as practicable (but in an amendment or supplement no event less than five Business Days except as otherwise required by applicable Law) following the earlier to either occur of: (x) if the Registration preliminary Proxy Statement or / Prospectus is not reviewed by the Proxy Statement/ProspectusSEC, so that either such document does 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 expiration of the circumstances waiting period in Rule 14a-6(a) under which they are madethe Exchange Act; or (y) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, not misleading. The party that discovers such information shall promptly notify the other parties, an appropriate amendment receipt of oral or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly written notification of the time when the Registration Statement has become effective, completion of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request review by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus(such earlier date, the Registration Statement or the Mergers“Proxy Clearance Date”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest Road Acquisition Corp. II)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date hereofexecution of this Agreement, (i) Parent shall prepare, with the Company (with Parent’s reasonable cooperation) shall prepare cooperation of the Company, and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, Statement in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of . Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use its reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement be declared effective under the Securities Act as promptly soon as practicable after such filing (including by responding to comments from filing. The Company shall provide promptly such information concerning its business and financial statements and affairs as in the SEC), and, prior to reasonable judgment of Parent and its counsel may be required or appropriate for inclusion in the effective date of Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and use its reasonable efforts to cause its counsel, accountants and financial advisor to cooperate in the preparation of the Proxy Statement/Prospectus and the Registration Statement. Parent shall take reasonable steps to comply with the securities and blue sky laws of all action reasonably required jurisdictions which are applicable to be taken under any applicable state securities Laws in connection with the issuance of shares the Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, The Company shall use reasonable efforts to assist Parent as may be necessary to comply with the Registration Statement will be made by Parent, securities and no filing of, or amendment or supplement to, blue sky laws of all jurisdictions which are applicable in connection with the issuance of Parent Common Stock in connection with the Merger. The Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicableInformation Statement of the Company with respect to the approval of this Agreement and the Merger and the transactions contemplated hereby. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by stockholders at the Company or Parent which should be set forth in an amendment or supplement to either earliest practicable time after the Registration Statement or is declared effective by the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company ShareholdersSEC. Subject to applicable Lawthe review and approval of Parent, each party the Company shall notify the prepare such other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements materials conforming to the Proxy Statement/Prospectus or requirements of applicable law as may be necessary to solicit the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the MergersCompany Shareholder Approval (as defined in Section 6.03(a)).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Freemarkets Inc)
Registration Statement; Proxy Statement/Prospectus. (i) As promptly as reasonably practicable after following the date hereofexecution and delivery of this Agreement, (i) the Company (with Parent’s reasonable cooperation) Acquiror and Blade shall prepare jointly prepare, and Acquiror shall file with the SEC preliminary proxy materials SEC, a registration statement on Form S-4 or other applicable form (the “Registration Statement”) pursuant to which shares of Acquiror Common Stock issuable in the Transactions (including the Conversion and the Merger) will be registered under the Securities Act, which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC include a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, proxy statement in connection with the registration under Transactions (the Securities Act “Proxy Statement / Prospectus”) to be sent to the shareholders of Acquiror in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s shareholders with the opportunity to redeem shares of Parent Common Stock Acquiror Class A Ordinary Shares by tendering such shares for redemption not later than two Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Shareholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of the Acquiror Shareholder Matters. Without the prior written consent of Blade, the Acquiror Shareholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be issued in acted on by the First MergerAcquiror’s shareholders at the Special Meeting, as adjourned or postponed. Each of Parent Acquiror and the Company shall Blade will use their respective reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Statement / Prospectus to comply as to form and substance with the applicable requirements of the SEC and the rules and regulations promulgated by the SECthereunder, (B) to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding and to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through as long as is necessary to consummate the Closing Date in order to permit Transactions. Acquiror shall (I) file the consummation of definitive Proxy Statement / Prospectus with the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, SEC and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faithII) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Statement / Prospectus to be mailed to its stockholders. Ifshareholders of record, at any time prior as of the record date to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered established by the Company or Parent Acquiror Board in accordance with Section 8.02(b), as promptly as practicable (but in no event less than five Business Days except as otherwise required by applicable Law) following the date upon which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request is declared effective by the SEC or (such earlier date, the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the “Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the MergersEffectiveness Date”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biotech Acquisition Co)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofof this Agreement, DEAC, DK and SBT shall jointly prepare, and each of DK, SBT and the SBT Sellers shall promptly furnish all information concerning itself and its Affiliates as may be reasonably requested by the other party and shall otherwise reasonably assist and cooperate with the other in connection with the preparation, filing and distribution of the Registration Statement and the proxy statement/prospectus to be filed with the SEC as part of the Registration Statement and sent to the DEAC stockholders of relating to the DEAC Stockholders Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement/Prospectus”). DEAC shall file with the SEC, as promptly as practicable after the date of this Agreement, (i) the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, in which shall include the Proxy Statement/Prospectus will be included as a prospectusProspectus, in connection with the registration under the Securities Act of the shares of Parent New DK Class A Common Stock to be issued in connection with the First MergerTransactions. Each of Parent DEAC, DK, SBT and the Company shall SBT Sellers will use their respective reasonable best efforts to (Ai) cause the Registration Statement and the Proxy Statement/Prospectus , when filed, to comply in all material respects with the all legal requirements applicable rules and regulations promulgated by the SECthereto, (Bii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Registration Statement, (iii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (Civ) keep the Registration Statement effective through for so long as necessary to complete the Closing Date in order Transactions. DEAC shall set a record date (the “DEAC Record Date”) for determining the DEAC stockholders entitled to permit attend the consummation of the First MergerDEAC Stockholders Meeting. No filing of, or amendment or supplement to, the Registration Statement DEAC will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to each DEAC stockholder as of the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either DEAC Record Date as promptly as practicable after the Registration Statement or is declared effective under the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the MergersSecurities Act.
Appears in 1 contract
Samples: Business Combination Agreement (Diamond Eagle Acquisition Corp. \ DE)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofexecution of this Agreement, (i) the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) VTEL shall prepare and file with the SEC a Registration Statement, in which the Statement containing a joint Proxy Statement/Prospectus will be included as a prospectus, (the "Proxy Statement/Prospectus") for stockholders of the Company and VTEL in connection with (i) the registration under the Securities Act of the shares offer, sale and delivery of Parent VTEL Common Stock to be issued in the First MergerMerger and (ii) the vote of the requisite percentage of the stockholders of the Company and VTEL with respect to the Merger and this Agreement. Each of Parent VTEL and the Company shall each use all reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement declared become effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC)practicable, and, prior to the effective date of the Registration Statement, and shall take all any action reasonably required to be taken under in order to comply with any applicable federal or state securities Laws laws in connection with the issuance of shares Parent of VTEL Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent VTEL and the Company shall each furnish all information concerning itself, its subsidiaries and the holders of its capital stock as may be reasonably requested by the other may reasonably request in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectusactions. As promptly as practicable after the Registration Statement shall have become effective, the Company and VTEL shall use its reasonable best efforts to cause mail (the "Mailing Date") the Proxy Statement/Prospectus to be mailed to its stockholders. Ifthe holders of Company Common Stock or VTEL Common Stock, as the case may be, of record at any time least 20 calendar days prior to the Company Shareholders Stockholders' Meeting and the VTEL Stockholders' Meeting, any information relating . It shall be a condition to the Company or Parent, or any mailing of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party or any of its Representatives, on the one hand, that VTEL and the SEC or its staffCompany shall have received the comfort letters described in Section 6.16 of this Agreement, on the other hand, with respect to the if VTEL shall have requested such letters as described in Section 6.16 hereof. The Proxy Statement/Prospectus, Prospectus shall include the Registration Statement or recommendation of the MergersBoard of Directors of the Company and VTEL in favor of the Merger.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) As promptly soon as practicable practical after the date hereof, later of (i) the Company date of this Agreement and (ii) the date that Inventergy’s Financial Statements (together with any required pro forma financial statement), have been prepared by Inventergy’s auditors, (x) Parent, with Inventergy’s reasonable cooperation) cooperation and assistance, shall prepare and Parent shall file with the SEC preliminary proxy materials a registration statement on Form S-4 (or other appropriate form), which shall constitute include the Proxy Statement/Prospectus and (ii) Parent (with as defined below), for the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act purpose of registering the shares of Parent Common Stock to be issued in to Inventergy Stockholders pursuant to the First Merger. Each of Merger (the “Registration Statement”), and (y) Parent shall prepare and the Company shall use reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply file with the applicable rules and regulations promulgated by the SECSEC a proxy statement on Schedule 14A, (B) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does not contain any untrue statement for the purpose of, among other things, soliciting proxies from the Parent Stockholders to vote, at a meeting of a material fact or omit to state any material fact required the Parent Stockholders to be stated therein or necessary in order to make called for such purpose (the statements therein“Special Meeting”), in light of the circumstances under which they are madefavor of, not misleading. The party that discovers such information shall promptly notify the among other partiesthings, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of (1) providing for the issuance of any stop order or suspension all of the qualification Securities (as defined in the Parent SPA), including, without limitation, the issuance of Parent Series B Preferred Stock with the shares rights and preferences set forth in the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Parent, warrants to purchase Parent Common Stock (the “Parent Warrants”), the Parent Common Stock issuable upon conversion of the Parent Series B Preferred Stock and the Parent Common Stock issuable upon exercise of the Parent Warrants, as described in connection the Parent SPA and in accordance with applicable Law, the provisions of the Parent Bylaws and the rules and regulations of Nasdaq without giving effect to the Exchange Cap (as such term is defined in Parent’s Certificate of Designations of the Series B Preferred Stock) (the “Parent SPA Issuance Proposal”,) (2) the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby, including, without limitation, the issuance of Parent Securities to the Inventergy Securityholders (the “Merger Proposal”); (3) approve the Amended and Restated Certificate of Incorporation (the “Charter Amendment Proposals”), which amendments shall include, without limitation, (A) changing the name of the Parent to “Inventergy Holdings, Inc.” and (B) effecting a reverse split of the Parent Common Stock in a ratio between one-for-three and one-for-five (the “Reverse Split”); (4) the election of the Director Nominees to hold his or her respective office from and after the Effective Time until his or her successor shall have been elected and shall have been qualified in accordance with applicable Law (the “Director Nominee Proposal”); (5) assumption of the Inventergy 2013 Stock Incentive Plan, as amended (the “Incentive Plan Proposal”); (6) any other proposals the Parties deem necessary to effectuate the effectiveness of the Registration Statement; and (7) an adjournment proposal (the “Adjournment Proposal” and, together with the First Parent SPA Issuance Proposal, the Merger for offering or sale in any jurisdictionProposal, or of the receipt of any comments from Charter Amendment Proposals, the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party or any of its Representatives, on the one handDirector Nominee Proposal, and the SEC or its staff, on the other hand, with respect to the Proxy Statement/ProspectusIncentive Plan Proposal, the Registration Statement or the Mergers.“Parent Stockholder Proposals”). For purposes of this Agreement, “
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Eon Communications Corp)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofexecution and delivery of this Agreement, (i) Parent and the Company (with Parent’s reasonable cooperation) shall prepare prepare, and Parent shall file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC SEC, a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, Statement on Form S-4 in connection with the registration under the Securities Act issuance of the shares of Parent Common Stock in the Merger (as may be amended or supplemented from time to time, the “Registration Statement”). The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger, and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the Merger Proposal to be issued in considered at the First MergerCompany Stockholder Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use its reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing (including by responding to comments from with the SEC), and, prior to . Without limiting the effective date generality of the Registration Statementforegoing, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation each of the First Merger. No filing ofCompany and Parent shall, or amendment or supplement and shall cause its respective representatives to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing fully cooperate with the other party with a reasonable opportunity to review hereto and comment (which comments shall be considered by its respective representatives in the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution preparation of the Registration Statement and the Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable after the Registration Statement shall have become effectiveis declared effective by the SEC, Parent and the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly stockholders of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the MergersCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Td Ameritrade Holding Corp)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after practicable, and in any event within thirty (30) Business Days following the date hereofexecution of this Agreement, (i) Parent and the Company (with Parent’s reasonable cooperation) shall jointly prepare and file cause to be filed with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus in preliminary form, which shall contain the Company Recommendation (unless a Company Adverse Recommendation Change has occurred) and the Parent Recommendation (unless a Parent Adverse Recommendation Change has occurred), and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file cause to be filed with the SEC a Registration Statementthe Form S-4, in which shall include the Proxy Statement/Prospectus will be included as a prospectusProspectus. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent in such efforts (including by providing all information reasonably requested by Parent in connection with the registration under the Securities Act preparation of the shares of Parent Common Stock Form S-4) to be issued in the First Merger. Each of Parent and the Company shall use reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (and to keep the Form S-4 effective as long as necessary to consummate the transactions contemplated by this Agreement, including by responding the Merger. Parent shall also use commercially reasonable efforts to comments from the SEC), and, prior to the effective date of the Registration Statement, take all any action reasonably required to be taken under any applicable state securities Laws and other applicable Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order ADSs pursuant to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parentthis Agreement, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information concerning the Company and Parent, as applicable, as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after For the Registration Statement shall have become effectiveavoidance of doubt, the Company obligations of each party in this Section 6.1(a) shall use include: provision by such party of (x) all such information about itself, its reasonable best efforts to cause directors and its Affiliates as may be reasonably requested by the other party for inclusion in the Proxy Statement/Prospectus or Form S-4 and (y) reasonable access to, and using commercially reasonable efforts to provide reasonable assistance from, the other party’s representatives in connection therewith. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4, shall be mailed made by Parent, or with respect to its stockholdersthe Proxy Statement/Prospectus shall be made by the Company, or in either case any of their respective subsidiaries, without providing the other party a reasonable opportunity to review and comment thereon. IfParent shall advise the Company, promptly after it receives notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent ADSs issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. The Company shall advise Parent, promptly after it receives notice of any request by the SEC for the amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time the Company Shareholders Meeting, or Parent discover that any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company officers or Parent directors, which should be set forth in an amendment or supplement to either the Registration Statement Form S-4 or the Proxy Statement/Prospectus, so that either any of such document does documents would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The , the party that which discovers such information shall promptly notify the other parties, parties hereto and an appropriate amendment or supplement describing such information shall be prepared, promptly filed with the SEC SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to holders of the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the MergersStock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)
Registration Statement; Proxy Statement/Prospectus. (i) As promptly as practicable after reasonably practicable, Xxxxxx shall draft and prepare, and Prudential shall cooperate in the date hereof, (i) the Company (with Parent’s reasonable cooperation) shall prepare and file preparation of a Registration Statement on Form S-4 to be filed by Xxxxxx with the SEC preliminary with respect to the issuance of Xxxxxx Common Stock in the Merger. The Registration Statement shall contain proxy materials which relating to the matters to be submitted to Prudential’s shareholders at the Prudential Shareholders’ Meeting. Such proxy materials shall also constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of prospectus relating to the shares of Parent Xxxxxx Common Stock to be issued in the First Merger. Each Prudential shall provide Xxxxxx with any information concerning itself that Xxxxxx may reasonably request in connection with the drafting and preparation of Parent the Proxy Statement/Prospectus, and Xxxxxx shall notify Prudential promptly of the Company shall use reasonable best efforts receipt of any comments of the SEC with respect to (A) cause the Registration Statement and the Proxy Statement/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to comply Prudential promptly copies of all correspondence between Xxxxxx or any of their representatives and the SEC. Xxxxxx shall give Prudential and its counsel reasonable opportunity to review and comment on the Proxy Statement/Prospectus prior to its being filed with the applicable rules SEC and regulations promulgated shall give Prudential and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement/Prospectus 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 Xxxxxx and Prudential agrees to use commercially reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC, (B) . Xxxxxx shall use commercially reasonable efforts to have the Registration Statement declared effective under by the Securities Act as promptly as practicable after such filing (including by responding SEC and to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through as long as is necessary to consummate the Closing Date in order to permit Merger and the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicabletransactions contemplated hereby. Each of Parent Xxxxxx and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall Prudential will use its their commercially reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Prudential shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act; provided, however, that Xxxxxx may, in its stockholderssole discretion, elect to defer such mailing until such time as the Bankruptcy Court has approved the Litigation Settlement Agreement and the period for filing an appeal thereof has expired. IfXxxxxx will advise Prudential, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of Xxxxxx Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Company Shareholders Meeting, Effective Time any information relating to the Company Xxxxxx or ParentPrudential, or any of their respective Affiliates, officers or directors, should be discovered by the Company Xxxxxx or Parent Prudential which should be set forth in an amendment or supplement to either any of the Registration Statement or the Proxy Statement/Prospectus, Prospectus so that either any of such document does documents would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The party , the Party that discovers such information shall promptly notify the other partiesParty hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be prepared, promptly filed by Xxxxxx with the SEC andand disseminated by the Parties to Prudential’s shareholders as, and to the extent required by Lawrequired, disseminated to under the Company Shareholders. Subject to applicable LawSecurities Act, each party shall notify the other promptly of Exchange Act and the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff rules and regulations of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the Mergerspromulgated thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prudential Bancorp, Inc.)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofexecution of this Agreement, (i) subject to the terms of this Section 7.01, the Company (with Parent’s reasonable cooperation) and Spartan shall prepare and mutually agree upon and the Company shall cause NewCo to and NewCo shall file with the SEC preliminary a registration statement on Form F-4 relating to the transactions contemplated by this Agreement (as amended from time to time, the “Registration Statement”) (it being understood that the Registration Statement shall include a proxy materials statement/prospectus (the “Proxy Statement/Prospectus”) which will be included therein as a prospectus with respect to NewCo and which will be used as a proxy statement with respect to the Spartan Stockholders’ Meeting to adopt and approve the Spartan Proposals and other matters reasonably related to the Spartan Proposals, all in accordance with and as required by Spartan’s Organizational Documents, any related agreements with Sponsor and its Affiliates, applicable Law, and any applicable rules and regulations of the SEC and the New York Stock Exchange) to be sent to the stockholders of Spartan relating to the meeting of Spartan’s stockholders (including any adjournment or postponement thereof, the “Spartan Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Spartan Merger, (ii) approval and adoption of the amended and restated certificate of incorporation of the Surviving Corporation (collectively, the “Required Spartan Proposals”) and (iii) any other proposals the Parties deem necessary to effectuate the Transactions (collectively, the “Spartan Proposals”). Each of Spartan, Xxxxxxxxx Charging and the Company shall constitute furnish all information as may be reasonably requested by another party in connection with such actions and the preparation of the Registration Statement and Proxy Statement/Prospectus. Spartan and the Company each shall use their reasonable best efforts to (x) cause the Registration Statement and Proxy Statement/Prospectus, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (y) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement and Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (Bz) have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing (including by responding to comments from it is filed with the SEC), and, prior to . As promptly as practicable following the effective date effectiveness of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments Spartan shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause mail the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior The Company shall cause NewCo to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly advise Spartan of the time when of effectiveness of the Registration Statement has become effectiveStatement, of the issuance of any stop order relating thereto or the suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger NewCo Ordinary Shares for offering or sale in any jurisdiction, or and each of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party or any of its RepresentativesNewCo, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement/ProspectusXxxxxxxxx Charging, the Registration Statement Company and Spartan shall use its reasonable best efforts to have any such stop order or the Mergerssuspension lifted, reversed or otherwise terminated.
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Reorganization (Spartan Acquisition Corp. III)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after The information supplied by the date hereof, (i) the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, Seller for inclusion in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use reasonable best efforts to (A) cause the Registration Statement and will not, at the Proxy Statement/Prospectus to comply with time the applicable rules and regulations promulgated Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, (B) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 light of the circumstances under which they were made, not misleading. The information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to any material fact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The party that discovers such information shall promptly notify If at any time prior to the other partiesEffective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors is discovered by the Seller which should be set forth in an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party an amendment or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect supplement to the Proxy Statement/Prospectus, the Registration Statement Seller shall promptly inform the Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company or the MergersMerger Sub which is contained in any of the foregoing documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofexecution and delivery of this Agreement, (i) Parent and the Company (with Parent’s reasonable cooperation) shall prepare prepare, and Parent shall file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC SEC, a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, Statement on Form S-4 in connection with the registration under the Securities Act issuance of the shares of Parent Common Stock in the Merger (as may be amended or supplemented from time to time, the "Registration Statement"). The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger, and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the Merger Proposal to be issued in considered at the First MergerCompany Stockholder Meeting (as may be amended or supplemented from time to time, the "Proxy Statement/Prospectus"). Each of Parent and the Company shall use its reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing (including by responding to comments from with the SEC), and, prior to . Without limiting the effective date generality of the Registration Statementforegoing, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation each of the First Merger. No filing ofCompany and Parent shall, or amendment or supplement and shall cause its respective representatives to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing fully cooperate with the other party with a reasonable opportunity to review hereto and comment (which comments shall be considered by its respective representatives in the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution preparation of the Registration Statement and the Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable after the Registration Statement shall have become effectiveis declared effective by the SEC, Parent and the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly stockholders of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the MergersCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thinkorswim Group Inc.)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date hereof, (i) the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, The information supplied by MCE for inclusion in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use reasonable best efforts to (A) cause the Registration Statement and (as defined in Section 5.12) shall not, at the Proxy Statement/Prospectus to comply with time the applicable rules and regulations promulgated Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, (B) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 included therein, in light of the circumstances under which they are were made, not misleading. The party that discovers such information shall promptly notify supplied by MCE for inclusion in the other parties, an appropriate amendment or supplement describing such information shall proxy statement/prospectus to be prepared, filed with the SEC and, sent to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly shareholders of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable MCE in connection with the First Merger for offering or sale in any jurisdiction, or meeting of the receipt of any comments from shareholders to consider and act upon the SEC Merger (the "MCE Shareholders Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to as the staff of "Proxy Statement/Prospectus") will not, on the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to date the Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to shareholders of MCE, at the time of the MCE Shareholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading. If at any time prior to the Effective Time any event relating to MCE or any of its affiliates, officers or directors should be discovered by MCE which should be set forth in an amendment to the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect a supplement to the Proxy Statement/Prospectus, the MCE will promptly inform Aeroflex. The Registration Statement and Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, MCE makes no representation or warranty with respect to any information supplied by Aeroflex or Acquisition which is contained in, or furnished in connection with the Mergerspreparation of, any of the foregoing documents.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofexecution of this Agreement, (i) subject to the terms of this Section 7.01, the Company (with Parent’s reasonable cooperation) and FRSG shall prepare and mutually agree upon and the Company shall cause NewCo to, and NewCo shall, file with the SEC preliminary a registration statement on Form F-4 relating to the Transactions (as amended from time to time, the “Registration Statement”) (it being understood that the Registration Statement shall include a proxy materials statement / prospectus (the “Proxy Statement/Prospectus”) which will be included therein as a prospectus with respect to NewCo and which will be used as a proxy statement with respect to the FRSG Stockholders’ Meeting to adopt and approve the FRSG Proposals and other matters reasonably related to the FRSG Proposals, all in accordance with and as required by FRSG’s Organizational Documents, any related agreements with Sponsor and its Affiliates, applicable Law, and any applicable rules and regulations of the SEC and the NASDAQ) to be sent to the stockholders of FRSG relating to the meeting of FRSG’s stockholders (including any adjournment or postponement thereof, the “FRSG Stockholders’ Meeting”) to be held to consider (x) approval and adoption of this Agreement and the FRSG Merger, (y) the approval and adoption of the equity incentive plan in the form reasonably agreed between the parties following the date hereof (the “Equity Incentive Plan Proposal”) and (z) any other proposals the Parties deem necessary to effectuate the Transactions (collectively, the “FRSG Proposals”). Each of FRSG and the Company shall constitute furnish all information as may be reasonably requested by another party in connection with such actions and the preparation of the Registration Statement and Proxy Statement/Prospectus. FRSG and the Company each shall use their reasonable best efforts to (x) cause the Registration Statement and Proxy Statement/Prospectus, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (y) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement and Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (Bz) have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing (including by responding to comments from it is filed with the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after following the effectiveness of the Registration Statement (and in any event within five (5) Business Days thereof), FRSG shall have become effective, the Company shall use its reasonable best efforts to cause mail the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior The Company shall cause NewCo to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly advise FRSG of the time when of effectiveness of the Registration Statement has become effectiveStatement, of the issuance of any stop order relating thereto or the suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger NewCo Ordinary Shares for offering or sale in any jurisdiction, or and each of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/ProspectusNewCo, the Registration Statement Company and FRSG shall use its reasonable best efforts to have any such stop order or the Mergerssuspension lifted, reversed or otherwise terminated.
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Reorganization (First Reserve Sustainable Growth Corp.)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date hereof, (i) the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, The information supplied to Alchemy by Cigarette expressly for inclusion in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the statement on Form S-4 pursuant to which shares of Parent Alchemy Common Stock to be issued in the First Merger. Each of Parent Merger will be registered with the SEC (the "Registration Statement") does not, and at the Company shall use reasonable best efforts to (A) cause time the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated is declared effective by the SECSEC shall not, (B) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they are were made, not misleading. The party that discovers such information shall promptly notify supplied to Alchemy by Cigarette expressly for inclusion in the other parties, an appropriate amendment or supplement describing such information shall proxy statement/prospectus (the "Proxy Statement") to be prepared, filed with the SEC and, sent to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly shareholders of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable Cigarette in connection with the First special meeting of Cigarette's shareholders to consider this Agreement and the Merger for offering (the "Cigarette Shareholder Meeting") and to the shareholders of Alchemy in connection with the meeting of Alchemy shareholders to approve the issuance of Alchemy Common Stock in connection with the meeting of Alchemy shareholders to approve the issuance of Alchemy Common Stock in connection with the transactions contemplated by this Agreement (the "Alchemy Shareholder Meeting") shall not, on the date the Proxy Statement is first mailed to shareholders of Cigarette and shareholders of Alchemy, at the time of the Cigarette Shareholder Meeting, the Alchemy Shareholder Meeting or sale at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading or omit to state any material fact necessary to correct any statement in any jurisdiction, or earlier communication with respect to the solicitation of proxies for the receipt of any comments from the SEC Cigarette Shareholders Meeting or the staff Alchemy Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Cigarette or any of its Affiliates, officers or directors should be discovered by Cigarette which should be set forth in an amendment to the SEC and of any request by the SEC Registration Statement or the staff of the SEC for amendments or supplements a supplement to the Proxy Statement/Prospectus or the Registration Statement or for additional information and , Cigarette shall supply each other with copies promptly notify Alchemy of all correspondence between either party 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/Prospectus, the Registration Statement or the Mergerssuch event in reasonable detail.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alchemy Holdings Inc)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date hereof, (i) the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a The Registration Statement, in which at the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use reasonable best efforts to (A) cause time the Registration Statement (and any amendment or supplement thereto) is filed, at the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have time the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under and any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made thereto) is declared effective by the CompanySEC and at the Effective Time, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The party that discovers such information shall promptly notify Proxy Statement/Prospectus, at the other parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to date the Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to Parent Stockholders and at the time of the Special Meeting or any adjournment or postponement thereof, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.30 will not apply to statements or omissions included in the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/ProspectusProspectus (and, in each case, any amendment or supplement thereto) based upon the Inventergy Registration Statement Disclosures or the Inventergy Proxy Statement/Prospectus Disclosures (collectively, the “Inventergy Disclosures”) (it being understood that all other information in the Registration Statement and Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) will be deemed to have been supplied by Parent). The Registration Statement and Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) will, when filed, comply as to form in all material respects with the Mergersapplicable requirements of the Exchange Act.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Eon Communications Corp)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofof this Agreement (but in any event within 30 days following the date of this Agreement), (i) the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus Prospectus, and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file cause to be filed with the SEC a and any other jurisdictions in which such filing may be required the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company and Parent shall use reasonable best efforts efforts: (i) to (A) cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SECSEC and applicable states; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (Biii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from it is filed with the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger ; and (Civ) to keep the Form S-4 Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholdersthe Company’s shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act and qualifies under, or is exempt from qualification under, applicable state laws. If, at any time prior to Each of Parent and the Company Shareholders Meetingshall promptly furnish the other party all information concerning such party, its Subsidiaries and shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the Company becomes aware of any information relating to the Company or Parent, or any of their respective Affiliates, that should be discovered by the Company or Parent which should be set forth disclosed in an amendment or supplement to either the Form S-4 Registration Statement or the Proxy Statement/Prospectus, so that either then: (i) such document does 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 inform the other parties, an appropriate party thereof; (ii) Parent shall provide the Company (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement describing such information to the Form S-4 Registration Statement, (iii) Parent shall be prepared, provide the Company with a copy of any amendment or supplement to the Form S-4 Registration Statement promptly after it is filed with the SEC andSEC, (iv) Company shall provide the Parent (and its counsel) with a reasonable opportunity to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of review and comment on any stop order amendment or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements supplement to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other prior to it being filed with copies of all correspondence between either party or any of its Representatives, on the one hand, and the SEC or its staffmailed to the Company’s shareholders, on if necessary, (v) Company shall provide the other hand, Parent with respect a copy of any amendment or supplement to the Proxy Statement/ProspectusProspectus promptly after it is filed with the SEC; and (vi) Parent shall cooperate, if appropriate, in mailing any such amendment or supplement to the Registration Statement or shareholders of the MergersCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Broadcast International Inc)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofof this Agreement, (i) Parent and the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file cause to be filed with the SEC a the Proxy Statement/Prospectus and the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection providing Company (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement prior to it being filed with the registration under the Securities Act of the shares of SEC. Parent Common Stock to be issued in the First Merger. Each of Parent shall use commercially reasonable efforts and the Company shall use reasonable best efforts cooperate with Parent as reasonably requested by Parent: (i) to (A) cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the Company of, cooperate with the Company with respect to and respond promptly to any comments of the SEC or its staff; (Biii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from it is filed with the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger ; and (Civ) to keep the Form S-4 Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its commercially reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its Parent’s stockholders. If, at any time prior and the Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company Shareholders Meetingshall promptly furnish to the other all information concerning such party and its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Notwithstanding the generality of the foregoing, any the Company shall provide Parent with all information relating to the Company required to be included in the Form S-4 Registration Statement and the Proxy Statement/Prospectus as soon as is reasonably practicable, but in any event, on or Parentbefore October 13, 2008, provided that such date shall be extended on a day for day basis based upon any delays by Parent or its advisors in providing Parent valuations or other information required to be included in materials to be furnished by the Company. If either Parent or the Company becomes aware of any of their respective Affiliates, information that should be discovered by the Company or Parent which should be set forth disclosed in an amendment or supplement to either the Form S-4 Registration Statement or the Proxy Statement/Prospectus, so that either then such document does 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 party: (i) shall promptly notify inform the other parties, an appropriate party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Form S-4 Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or the Registration Statement or for additional information and shall supply each other with copies stockholders of all correspondence between either party 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/Prospectus, the Registration Statement or the MergersParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Nuvelo Inc)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofexecution and delivery of this Agreement, (i) Parent and the Company (with Parent’s reasonable cooperation) shall prepare prepare, and Parent shall file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC SEC, a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, Statement on Form S-4 in connection with the registration under the Securities Act issuance of the shares of Parent Common Stock in the Merger (as may be amended or supplemented from time to time, the “Registration Statement”). The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger, and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the Merger Proposal to be issued in considered at the First MergerCompany Stockholder Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus shall include information regarding the Company and the terms of the Merger and this Agreement. Each of Parent and the Company shall use its reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing (including by responding to comments from with the SEC), and, prior to . Without limiting the effective date generality of the Registration Statementforegoing, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation each of the First Merger. No filing ofCompany and Parent shall, or amendment or supplement and shall cause its respective representatives to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing fully cooperate with the other party with a reasonable opportunity to review hereto and comment (which comments shall be considered by its respective representatives in the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution preparation of the Registration Statement and the Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable after the Registration Statement shall have become effectiveis declared effective by the SEC, Parent and the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the MergersStockholders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On2 Technologies, Inc.)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofof this Agreement, (i) the Company (with Parent’s reasonable cooperation) and Parent shall prepare and file Parent shall cause to be filed with the SEC preliminary proxy materials which shall constitute the Form S-4 Registration Statement (as defined below), together with the Proxy Statement/Prospectus and (ii) Parent (with any other documents required by the Company’s reasonable cooperation) shall prepare and file with Securities Act or the SEC a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, Exchange Act in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use all reasonable best efforts to (A) cause the Form S-4 Registration Statement and (including the Proxy Statement/Prospectus Prospectus) to comply with the applicable rules and regulations promulgated by the SEC, (B) to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from it is filed with the SEC), and, prior to the effective date of the Registration Statement, take . Parent will use all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders, together with the notice required by Section 262(d)(2) of the DGCL, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Parent will consult with the Company and provide the Company and its stockholders. Ifcounsel a reasonable opportunity to review all filings, at any time prior to the Company Shareholders Meetingmaking of such filings, any information with and responses from the SEC relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Proxy Statement/Prospectus or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the Form S-4 Registration Statement or Proxy Statement/Prospectus. None of the information supplied or to be supplied in writing by or on behalf of the Company by its Representatives expressly for inclusion in the Proxy Statement/Prospectus or the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4 Registration Statement") will, so that either such document does not at the time the Form S-4 Registration Statement is filed with the SEC or at the time it is declared effective, at the time the Proxy Statement/Prospectus is first mailed to stockholders of the Company and stockholders of Parent, at the time of the Parent 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The party Parent agrees that discovers such information shall promptly notify the other parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Form S-4 Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus and any other filings with the SEC incorporated by reference therein, at the time the Form S-4 Registration Statement filed with the SEC or at the time it is declared effective, at the time the Proxy Statement/Prospectus is first mailed to stockholders of the Company and stockholders of Parent, at the time of the Parent Stockholders' Meeting, and at the Effective Time, (i) shall comply as to form with the Securities Act and the Exchange Act in all material respects; and (ii) 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 in the Form S-4 Registration Statement or Proxy Statement/Prospectus or other filings, in light of the circumstances under which they were made, not misleading, except to the extent that such statement or omission was made in reliance upon and in conformity with written information furnished to Parent by the Company or on behalf of the Company by its Representatives expressly for use in the preparation of the Registration Statement on Form S-4 or for additional Proxy Statement/Prospectus or such other filings. If Parent or the Company becomes aware of any information and shall supply each other with copies of all correspondence between either party that should be disclosed in an amendment or any of its Representatives, on supplement to the one hand, and the SEC Form S-4 Registration Statement or its staff, on the other hand, with respect to the Proxy Statement/Prospectus, the Registration Statement then Parent or the MergersCompany, as the case may be, shall promptly inform the other and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company and Parent.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (A) As promptly as reasonably practicable after following the date hereofof this Agreement, (i) Parent and the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file cause to be filed with the SEC a the Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger. Each of Parent and the Company shall use commercially reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply as to form and substance as to such party in all material respects with the applicable rules and regulations promulgated by the SEC, (B) the Nasdaq Global Market and the American Stock Exchange, respond promptly to any comments of the SEC or its staff and use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from it is filed with the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to will cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, the holders of Company Common Stock at any the earliest practicable time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either after the Registration Statement is declared effective by the SEC. Each of Parent, Merger Sub and the Company shall promptly furnish to the other party such information regarding itself and its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/ProspectusProspectus and the Registration Statement, so that either such document does not contain or in any untrue statement amendments or supplements thereto, and cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of a material fact or omit to state any material fact the Proxy Statement/Prospectus and the Registration Statement. To the extent required to be stated therein or necessary in order to make by the statements thereinapplicable requirements of the Securities Act and the Exchange Act and, in light of each case, the circumstances under which they are maderules and regulations thereunder, not misleading. The party that discovers (i) Parent and the Company shall promptly correct any information provided by it for use in the Proxy Statement/Prospectus or Registration Statement if such information shall have become false or misleading in any material respect; and (ii) Parent and the Company shall take all steps necessary to promptly notify cause the other partiesProxy Statement/Prospectus or Registration Statement, an appropriate amendment as the case may be, as supplemented or supplement describing amended to correct such information shall information, to be prepared, filed with the SEC and, and to the extent required by Law, be disseminated to holders of Company Common Stock. Parent shall promptly provide the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order and its counsel with a copy or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt description of any comments received by Parent (or its counsel) from the SEC or its staff with respect to the staff of the SEC and Registration Statement, or of any request by the SEC or its staff for amendments or supplements to the staff Registration Statement or for additional information. Parent shall respond promptly to any comments of the SEC or its staff with respect to the Registration Statement and give the Company and the Company's counsel a reasonable opportunity to review and comment on any response to such comments provided to the SEC or its staff. The Company shall promptly provide Parent and its counsel with a copy or description of any comments received by the Company (or its counsel) from the SEC or its staff with respect to the Proxy Statement/Prospectus, or of any request by the SEC or its staff for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and information. The Company shall supply each other with copies respond promptly to any comments of all correspondence between either party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, staff with respect to the Proxy Statement/Prospectus, Prospectus and give Parent and Parent's counsel a reasonable opportunity to review and comment on any response to such comments provided to the Registration Statement SEC or the Mergersits staff.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tower Semiconductor LTD)
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofexecution and delivery of this Agreement, (i) Parent and the Company (with Parent’s reasonable cooperation) shall prepare prepare, and Parent shall file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC SEC, a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, Statement on Form S-4 in connection with the registration under the Securities Act issuance of the shares of Parent Common Stock in the Merger (as may be amended or supplemented from time to time, the “Registration Statement”). The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger, and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the Merger Proposal to be issued in considered at the First MergerCompany Stockholder Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use its reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger SEC and (C) to keep the Registration Statement effective through the Closing Date in order to permit consummate the consummation Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the First Merger. No filing offoregoing, or amendment or supplement each of the Company and Parent shall, and shall cause its respective representatives to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing fully cooperate with the other party with a reasonable opportunity to review hereto and comment (which comments shall be considered by its respective representatives in the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution preparation of the Registration Statement and the Proxy Statement/Prospectus, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with the preparation of the Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to review and comment thereon. As promptly as practicable after the Registration Statement shall have become effectiveis declared effective by the SEC, Parent and the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly stockholders of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the MergersCompany.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date hereof, (ia) the The Company (with Parent’s reasonable cooperation) shall prepare and file with as promptly as reasonably practicable after the SEC preliminary proxy materials which shall constitute the date of this Agreement a mutually acceptable Proxy Statement/Prospectus (as part of the Form S-4 Registration Statement), and (ii) Parent (with the Company’s reasonable cooperation) shall prepare as promptly as reasonably practicable after the date of this Agreement and file with the SEC a the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection included. Each party shall cooperate with the registration under other party in the Securities Act preparation of the shares Proxy Statement/Prospectus and the Form S-4 Registration Statement and any amendment or supplement thereto (and to review any comments of Parent Common Stock the SEC or its staff on the Proxy Statement/Prospectus, the Form S-4 Registration Statement or any amendment or supplement thereto), and shall consider in good faith all reasonable comments made by the other party, prior to be issued in the First Mergerfiling thereof. Each of Parent and the Company shall use their reasonable best efforts to to: (Ai) cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable forms, rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, and respond promptly to any comments of the SEC or its staff; and (Biii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from it is filed with the SEC), and, prior . The Company shall use reasonable best efforts to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, cause the Proxy Statement/Prospectus will to be made by mailed to the Company, in each case without providing ’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each party shall promptly furnish to the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be required or reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effectiveIn addition, the Company shall use its reasonable best efforts to: (A) provide interim financial statements of the Acquired Companies (including footnotes) that are required by the Securities Act to be included in the Form S-4 Registration Statement that have been reviewed by the Company’s independent registered public accounting firm; (B) provide management’s discussion and analysis of interim and annual consolidated financial statements; (C) cause the Proxy Company’s independent registered public accounting firm to consent to the inclusion or incorporation by reference of the audit reports on the annual audited consolidated financial statements of the Company included in the Form S-4 Registration Statement/Prospectus ; (D) provide information necessary to be mailed to its stockholders. If, at any time prior prepare selected financial data with respect to the Company Shareholders Meeting, any as required by the Securities Act; and (E) provide information relating to concerning the Company or Parent, or any of their respective Affiliates, should be discovered by necessary to enable Parent and the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does not contain any untrue statement of a material fact or omit to state any material fact prepare required to be stated therein or necessary in order to make the pro forma financial statements thereinand related footnotes, in light of the circumstances under which they are made, not misleading. The party that discovers such information shall promptly notify the other parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC andeach case, to the extent required by Law, disseminated reasonably necessary to permit Parent to prepare the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Form S-4 Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the Mergers.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereofexecution of this Agreement, (i) the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) VTEL shall prepare and file with the SEC a Registration Statement, in which the Statement containing a joint Proxy Statement/Prospectus will be included as a prospectus, (the "Proxy Statement/Prospectus") for stockholders -------------------------- of the Company and VTEL in connection with (i) the registration under the Securities Act of the shares offer, sale and delivery of Parent VTEL Common Stock to be issued in the First MergerMerger and (ii) the vote of the requisite percentage of the stockholders of the Company and VTEL with respect to the Merger and this Agreement. Each of Parent VTEL and the Company shall each use all reasonable best efforts to (A) cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have the Registration Statement declared become effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC)practicable, and, prior to the effective date of the Registration Statement, and shall take all any action reasonably required to be taken under in order to comply with any applicable federal or state securities Laws laws in connection with the issuance of shares Parent of VTEL Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent VTEL and the Company shall each furnish all information concerning itself, its subsidiaries and the holders of its capital stock as may be reasonably requested by the other may reasonably request in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectusactions. As promptly as practicable after the Registration Statement shall have become effective, the Company and VTEL shall use its reasonable best efforts to cause mail (the "Mailing Date") the Proxy Statement/Prospectus to be mailed to its stockholders. Ifthe holders of Company ------------ Common Stock or VTEL Common Stock, as the case may be, of record at any time least 20 calendar days prior to the Company Shareholders Stockholders' Meeting and the VTEL Stockholders' Meeting, any information relating . It shall be a condition to the Company or Parent, or any mailing of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party or any of its Representatives, on the one hand, that VTEL and the SEC or its staffCompany shall have received the comfort letters described in Section 6.16 of this Agreement, on the other hand, with respect to the if VTEL shall have ------------ requested such letters as described in Section 6.16 hereof. The Proxy ------------ Statement/Prospectus, Prospectus shall include the Registration Statement or recommendation of the MergersBoard of Directors of the Company and VTEL in favor of the Merger.
Appears in 1 contract
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after (a) Buyer and Company agree to cooperate in the date hereof, (i) preparation of the Company (with Parent’s reasonable cooperation) shall prepare and file Registration Statement to be filed by Buyer with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under transactions contemplated by this Agreement in connection with the Securities Act issuance of the shares of Parent Buyer Common Stock to be issued in the First MergerMerger (including the Proxy Statement-Prospectus and all related documents). Each of Parent and the Company shall use reasonable best efforts to promptly deliver to Buyer such information with respect to Company, Company Bank, their respective Affiliates and the respective holders of their capital stock as may be reasonably requested or required in order to file the Registration Statement or any other report required to be filed by Buyer with the SEC, or in connection with the qualification of the issuance of the Buyer Common Stock with respect to state securities or “blue sky” Laws, in each case, in compliance with applicable Laws, and shall, as promptly as practicable following execution of this Agreement, prepare and deliver drafts of such information to Buyer to review. Each of Buyer and Company agree to use reasonable best efforts to cause the Registration Statement to be filed with the SEC as promptly as reasonably practicable after the date of this Agreement, but in any event within sixty (A60) cause days of the date of this Agreement, and to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof and keep the Registration Statement effective for so long as necessary to complete the Merger. Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, (B) have -Prospectus. After the Registration Statement is declared effective under the Securities Act as Act, Company, at its own expense, shall promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required mail or cause to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, mailed the Proxy Statement/-Prospectus will to its shareholders, and Buyer, at its own expense, shall promptly mail or cause to be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and mailed the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/-Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does 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 parties, an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and, to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable in connection with the First Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party 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/Prospectus, the Registration Statement or the Mergersshareholders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meta Financial Group Inc)
Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date hereof, (i) the Company (with Parent’s reasonable cooperation) shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and (ii) Parent (with the Company’s reasonable cooperation) shall prepare and file with the SEC a Registration Statement, The information supplied by DPAC or Merger Sub for inclusion in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent DPAC Common Stock to be issued in the First Merger. Each of Parent and Merger will be registered with the Company SEC (the “Registration Statement”) shall use reasonable best efforts to (A) cause not at the time the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated (including any amendments or supplements thereto) is declared effective by the SEC, (B) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and, prior to the effective date of the Registration Statement, take all action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of shares Parent Common Stock in connection with the First Merger and (C) keep the Registration Statement effective through the Closing Date in order to permit the consummation of the First Merger. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment (which comments shall be considered by the applicable party in good faith) thereon if reasonably practicable. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document does not SEC 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 were made, not misleading. The party that discovers information supplied by DPAC or Merger Sub for inclusion in the proxy statement/prospectus (such information shall promptly notify proxy statement/prospectus as amended or supplemented is referred to herein as the other parties, an appropriate amendment or supplement describing such information shall “Proxy Statement”) to be prepared, filed with the SEC and, provided to the extent required by Law, disseminated to the Company Shareholders. Subject to applicable Law, each party shall notify the other promptly shareholders of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the shares Parent Common Stock issuable DPAC in connection with the First meeting of DPAC’s shareholders to consider the Merger for offering (the “DPAC Shareholders Meeting”) shall not, on the date the Proxy Statement is first mailed to DPAC’s shareholders, at the time of the DPAC Shareholders Meeting or sale at the Effective Time, contain any statement that, at any such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. The Registration Statement and the Proxy Statement shall be amended or supplemented as necessary to correct any statement in any jurisdiction, or earlier communication with respect to any offer of the receipt of any comments from the SEC DPAC Common Stock or the staff solicitation of proxies for the SEC and of DPAC Shareholders Meeting that has become false or misleading. If at any request time prior to the Effective Time any event or information should be discovered by DPAC that should be set forth in an amendment to the SEC Registration Statement or the staff of the SEC for amendments or supplements a supplement to the Proxy Statement/Prospectus or , DPAC shall promptly amend the Registration Statement or for additional information and shall supply each other with copies of all correspondence between either party or any of its Representativessupplement the Proxy Statement, on the one handas applicable, and inform QuaTech. Notwithstanding the SEC foregoing, DPAC makes no representation, warranty or its staff, on the other hand, covenant with respect to any information supplied by or respecting QuaTech (other than information supplied by QuaTech with respect to DPAC) that is contained in any of the Proxy Statement/Prospectus, the Registration Statement or the Mergersforegoing documents.
Appears in 1 contract
