S-4 and Proxy Statement Clause Samples
S-4 and Proxy Statement. (a) As promptly as practicable, Company and Seller shall cooperate with each other and exercise their best efforts to prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. The Parties hereto agree to provide the information necessary for inclusion in the Proxy Statement and S-4. Each of the parties will use its respective best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after it is filed. The Parties shall pay their own costs associated with the preparation and filing of the S-4, including the costs mailing the Proxy Statement to their respective shareholders and each Party will pay one-half of the printing costs for the S-4 and the Proxy Statement. At the time the S-4 becomes effective, the S-4 will comply in all material respects with the provisions of Securities Act and the published rules and regulations thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not false or misleading, and at the time of mailing thereof to the Company’s and Seller’s shareholders, at the time of the Company and Seller Shareholders’ Meetings, respectively, held to approve the Merger and at the Effective Time of the Merger, the prospectus included as part of the S-4, as amended or supplemented by any amendment or supplement filed by Company, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not false or misleading.
(b) After the date of the filing of the S-4 with the SEC, each of the Parties agrees promptly to notify the other of and to correct any information furnished by such Party that shall have become false or misleading in any material respect and to cooperate with the other to take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the S-4 so as to correct such information and to cause the Proxy Statement as so corrected to be disseminated to the shareholders of Seller and Company to the extent required by applicable Rules. All documents that the Parties file with the SEC or any other Governmental Entity in connection with this Agreement will comply as to form in all material respects with the provisions of applicable Rules.
(c) Company shall take all required action with appropriate Governmental ...
S-4 and Proxy Statement. The S-4 shall have become effective under the Securities Act and shall not be subject to any stop order or proceeding seeking a stop order and copies of the Proxy Statement shall have been mailed to every shareholder of record of CU and Home on the record date not less than 20 days prior to the date of the shareholders' meetings called to act upon the Merger.
S-4 and Proxy Statement. The S-4 shall have become effective ----------------------- under the Securities Act and shall not be subject to any stop order or proceeding seeking a stop order and copies of the Proxy Statement shall have been timely mailed.
S-4 and Proxy Statement. Vista, Newco, and Midland shall cooperate and promptly prepare the S-4, and Vista shall cause Newco to file the S-4 with the SEC as soon as practicable after the date hereof. Vista and Newco shall use their reasonable best efforts, and Midland shall cooperate fully with Vista and Newco (including furnishing all information concerning Midland and the holders of Midland Common Stock as may be reasonably requested by Vista and Newco), to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. Newco shall use its reasonable best efforts, and Midland shall cooperate fully with Newco, to obtain all necessary state securities laws or "blue sky" permits, approvals, and registrations in connection with the issuance of Newco Common Stock pursuant to the Midland Merger.
S-4 and Proxy Statement. (a) As promptly as practicable, Acquiror and Target shall cooperate with each other and exercise their best efforts to prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. The Parties hereto agree to provide the information necessary for inclusion in the Proxy Statement and S-4. Each of the parties will use its respective best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after it is filed. Acquiror shall pay all third party costs (except Target's legal and accounting fees) associated with the preparation and filing of the S-4, including the filing fees with the SEC and Blue Sky regulators as well as the costs of printing and mailing the Proxy Statement.
(b) After the date of the filing of the S-4 with the SEC, each of the Parties agrees promptly to notify the other of and to correct any information furnished by such Party that shall have become false or misleading in any material respect and to cooperate with the other to take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the S-4 so as to correct such information and to cause the Proxy Statement as so corrected to be disseminated to the shareholders of Acquiror and Target to the extent required by applicable Rules. All documents that the Parties file with the SEC or any other Governmental Entity in connection with this Agreement will comply as to form in all material respects with the provisions of applicable Rules.
(c) Acquiror shall take all required action with appropriate Governmental Entities under state securities or blue sky laws in connection with the issuance of Acquiror Stock pursuant to this Agreement.