SEC Filings and Shareholder Approval. (a) The Company and Parent shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and Parent and Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall include the Company Board Recommendation. The parties shall notify each 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 amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such 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, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing with the Commission of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable law, in disseminating the information contained in such amendment or supplement to the stockholders of Company. (b) The Company shall take all action necessary in accordance with the BCA and the Company Articles of Incorporation and Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”). The board of directors of Company shall (x) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (y) include the Company Board Recommendation in the Proxy Statement and (z) use its reasonable best efforts to obtain the Requisite Shareholder Approval. Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the shareholders of the Company at the Company Shareholders Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation; provided, however, that if the Board of Directors of the Company shall have effected a Change in Company Recommendation, then the Board of Directors of the Company may submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company shall not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination of this Agreement in accordance with its terms, any Acquisition Proposal other than this Agreement and the transactions contemplated hereby. (c) Except as set forth in Section 5.3, neither the Board of Directors of the Company nor any committee thereof shall withdraw, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being a “Change in the Company Recommendation”); provided that, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3.
Appears in 3 contracts
Samples: Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Southern Community Financial Corp)
SEC Filings and Shareholder Approval. (a) The Company shall take all action necessary in accordance with the PBCL and the Company Articles of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable after the Form S-4 has been declared effective by the SEC for the purpose of obtaining the Company Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”). Subject to Section 6.9, the board of directors of the Company shall (i) recommend to the Company’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “Company Board Recommendation”), (ii) include the Company Board Recommendation in the Proxy Statement and (iii) solicit and use its reasonable best efforts to obtain the Company Shareholder Approval. The Company agrees that it has an unqualified obligation to submit this Agreement to its shareholders at the Company Shareholders Meeting.
(b) The Company and Parent shall cooperate as promptly as practicable prepare to prepare, and the Company shall file with the SEC a proxy statement/prospectus relating to SEC, the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on the Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and Parent and the Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall shall, subject to Section 6.9(f), include the Company Board Recommendation. The parties shall notify each 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 amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Company Shareholder Approval, any event occurs with respect to the Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, to the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and the Company and Parent shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders of Company.
(b) The Company shall take all action necessary in accordance with the BCA and the Company Articles of Incorporation and Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”). The board of directors of Company shall (x) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (y) include the Company Board Recommendation in the Proxy Statement and (z) use its reasonable best efforts to obtain the Requisite Shareholder Approval. Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the shareholders of the Company at the Company Shareholders Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation; provided, however, that if the Board of Directors of the Company shall have effected a Change in Company Recommendation, then the Board of Directors of the Company may submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company shall not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination of this Agreement in accordance with its terms, any Acquisition Proposal other than this Agreement and the transactions contemplated herebyshareholders.
(c) Except as set forth in Section 5.3, neither the Board of Directors of the Company nor any committee thereof shall withdraw, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being a “Change in the Company Recommendation”); provided that, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3.
Appears in 2 contracts
Samples: Merger Agreement (S&t Bancorp Inc), Merger Agreement (DNB Financial Corp /Pa/)
SEC Filings and Shareholder Approval. (a) The Company and Parent shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and Parent and Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall include the Company Board Recommendation. The parties shall notify each 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 amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such 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, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing with the Commission of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable law, in disseminating the information contained in such amendment or supplement to the stockholders of Company.
(b) The Company shall take all action necessary in accordance with the BCA GBCC and the Company Articles of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”). The Subject to the provisions of Section 6.9, the board of directors of Company shall (xi) recommend to its Company’s shareholders the approval and adoption of this Agreement and the transactions contemplated herein hereby, including the Merger (the “Company Board Recommendation”), (yii) include the Company Board Recommendation in the Joint Proxy Statement and (ziii) solicit and use its reasonable best efforts to obtain the Requisite Shareholder Approval. Notwithstanding any Change in Company Recommendation, agrees that it has an unqualified obligation to submit this Agreement shall be submitted to the its shareholders of the Company at the Company Shareholders Meeting Meeting.
(b) Parent shall take all action necessary in accordance with the BCA and the its articles of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of voting on obtaining the Parent Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Parent Shareholders Meeting”). The board of directors of Parent shall (i) recommend to Parent’s shareholders the approval of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation; provided, however, that if the Board of Directors issuance of the Company shall have effected a Change number of shares of Parent Common Stock sufficient to deliver the aggregate Merger Consideration (the “Parent Board Recommendation”), (ii) include the Parent Board Recommendation in Company Recommendation, then the Board of Directors of Joint Proxy Statement and (iii) solicit and use its reasonable best efforts to obtain the Company may Parent Shareholder Approval. Parent agrees that it has an unqualified obligation to submit this Agreement to its shareholders at the Company’s shareholders without recommendation Parent Shareholders Meeting.
(although c) Company and Parent shall cooperate to promptly as practicable prepare and file with the resolutions adopting this Agreement SEC a joint proxy statement relating to the Company Shareholders Meeting and the Parent Shareholders Meeting (the “Joint Proxy Statement”). Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and Parent and Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Joint Proxy Statement, and any amendment or supplement thereto, shall include the Company Board Recommendation and the Parent Board Recommendation. The parties shall notify each other promptly of the date hereof may not be rescinded receipt of any comments from the SEC or amended), in which event its staff and of any request by the board of directors of the Company may communicate the basis SEC or its staff for its lack of a recommendation amendments or supplements to the Company’s shareholders in the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Shareholder Approval and the Parent Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an appropriate amendment or supplement thereto to, the Joint Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to Company’s and Parent’s shareholders. In addition Notwithstanding anything to the foregoingcontrary stated above, the Company shall not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to filing and mailing the termination of this Agreement in accordance with its terms, Joint Proxy Statement (or any Acquisition Proposal other than this Agreement and the transactions contemplated hereby.
(camendment or supplement thereto) Except as set forth in Section 5.3, neither the Board of Directors or responding to any comments of the SEC with respect thereto, each of Parent and Company nor any committee thereof hereby agree to provide the other party (and its counsel) with a reasonable opportunity to review and comment on such document or response and shall withdrawdiscuss with such other party, qualify and include in such document or modifyresponse, in a manner adverse to Parent, comments reasonably proposed by the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being a “Change in the Company Recommendation”); provided that, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3other party.
Appears in 2 contracts
Samples: Merger Agreement (SCBT Financial Corp), Merger Agreement (Savannah Bancorp Inc)
SEC Filings and Shareholder Approval. (a) The Company shall take all action necessary in accordance with the NCBCA and the Company Articles of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Company Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”). Subject to Section 6.9, the board of directors of the Company shall (i) recommend to the Company’s shareholders the approval of this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”), (ii) include the Company Board Recommendation in the Joint Proxy Statement and (iii) use its reasonable best efforts to obtain the Company Shareholder Approval. The Company agrees that it has an unqualified obligation to submit the Agreement to its shareholders at the Company Shareholders Meeting unless this Agreement has been terminated in accordance with its terms.
(b) Parent shall take all action necessary in accordance with the SCBCA and the Parent Articles of Incorporation and Parent Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Parent Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Parent Shareholders Meeting”). Subject to Section 6.9, the board of directors of Parent shall (i) recommend to Parent’s shareholders the approval of this Agreement and the Merger (the “Parent Board Recommendation”), (ii) include the Parent Board Recommendation in the Joint Proxy Statement and (iii) use its reasonable best efforts to obtain the Parent Shareholder Approval. Parent agrees that it has an unqualified obligation to submit the Agreement to its shareholders at the Parent Shareholders Meeting unless this Agreement has been terminated in accordance with its terms.
(c) The Company and Parent shall cooperate to as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Joint Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on the Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and Parent and the Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Joint Proxy Statement, and any amendment or supplement thereto, shall include the Company Board Recommendation and the Parent Board Recommendation. The parties shall notify each 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 amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Company Shareholder Approval and the Parent Shareholder Approval, any event occurs with respect to the Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, to the Joint Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and the Company and Parent shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders of Company.
(b) The Company shall take all action necessary in accordance with the BCA and the Company Articles of Incorporation and Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”). The board of directors of Company shall (x) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (y) include the Company Board Recommendation in the Proxy Statement and (z) use its reasonable best efforts to obtain the Requisite Shareholder Approval. Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the shareholders of the Company at the Company Shareholders Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation; provided, however, that if the Board of Directors of the Company shall have effected a Change in Company Recommendation, then the Board of Directors of the Company may submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Companyand Parent’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company shall not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination of this Agreement in accordance with its terms, any Acquisition Proposal other than this Agreement and the transactions contemplated herebyshareholders.
(c) Except as set forth in Section 5.3, neither the Board of Directors of the Company nor any committee thereof shall withdraw, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being a “Change in the Company Recommendation”); provided that, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3.
Appears in 2 contracts
Samples: Merger Agreement (SOUTH STATE Corp), Merger Agreement (Park Sterling Corp)
SEC Filings and Shareholder Approval. (a) The Company Peninsula and Parent Mackinac shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Peninsula Shareholders’ Meeting (the “Proxy Statement”). The Company Peninsula and Parent Mackinac shall as promptly as practicable prepare, and Parent Mackinac shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and Parent Mackinac and Company Peninsula shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification of the Peninsula Board Recommendation expressly permitted by Section 6.3(b), include the Company Peninsula Board Recommendation. The parties shall notify each 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 amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Shareholder Approval, any event occurs with respect to CompanyPeninsula, Parent Mackinac or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company Peninsula and Parent Mackinac shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders shareholders of CompanyPeninsula. Without limiting the foregoing, Peninsula and Mackinac shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder, and shall cooperate in seeking timely to obtain any actions, consents, approvals or waivers, and in making any filings or furnishings of information, required in connection therewith (including in connection with the Proxy Statement and the Form S-4).
(b) The Company Peninsula shall take all action necessary in accordance with the BCA MBCA and the Company Peninsula Articles of Incorporation and Company Peninsula Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Peninsula Shareholders’ Meeting”), and, except in the case of a withdrawal or modification of the Peninsula Board Recommendation expressly permitted by Section 6.3(b), shall solicit, and use its reasonable best efforts to obtain, the Requisite Shareholder Approval thereat. The Except as expressly provided in the immediately following sentence, the board of directors of Company Peninsula shall (xi) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Peninsula Board Recommendation”), (yii) include the Company Peninsula Board Recommendation in the Information and Proxy Statement and (ziii) use its reasonable best efforts not approve, agree to obtain or recommend, or propose to approve, agree to or recommend, any Acquisition Proposal or Alternative Transaction. The board of directors of Peninsula shall be permitted (x) not to recommend to Peninsula’s shareholders that they give the Requisite Shareholder Approval. Notwithstanding any Change Approval or (y) to otherwise withdraw or modify in Company a manner adverse to Mackinac the Peninsula Board Recommendation, in each case only (A) if after receiving an unsolicited bona fide Acquisition Proposal that constitutes a Superior Proposal, the board of directors of Peninsula determines in its good faith judgment, after receiving the advice of outside legal counsel, that, in light of such Superior Proposal, the board of directors would be in violation of its fiduciary duties under applicable law if it failed to withdraw or modify the Peninsula Board Recommendation, (B) after the fifth Business Day following delivery by Peninsula to Mackinac of written notice advising Mackinac that the board of directors of Peninsula intends to resolve to so withdraw or modify the Peninsula Board Recommendation absent modification of the terms and conditions of this Agreement; (C) if, assuming this Agreement shall be submitted was amended to reflect all adjustments to the shareholders of the Company at the Company Shareholders Meeting for the purpose of voting on the approval of terms and conditions hereof proposed by Mackinac during such five Business Day period, such Acquisition Proposal would nonetheless continue to constitute a Superior Proposal; and (D) if Peninsula has complied with its obligations set forth in this Agreement Section 6.3(b) (and, if applicable, Section 6.3(c)) and nothing contained herein shall be deemed to relieve the Company of such obligationSection 6.9; provided, however, that following each and every material revision to such Superior Proposal, Peninsula shall be required to deliver a new written notice to Mackinac in accordance with this Section 6.3(b) and to again comply with the requirements of this Section 6.3(b). Without limiting the foregoing, if the board of directors of Peninsula has withdrawn or modified the Peninsula Board of Directors of the Company shall have effected a Change in Company RecommendationRecommendation as expressly permitted by Section 6.3(b), then the Board board of Directors directors of the Company Peninsula may submit this Agreement to the CompanyPeninsula’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company Peninsula may communicate the basis for its lack of a recommendation to the CompanyPeninsula’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoingFor purposes of this Agreement, the Company shall “Superior Proposal” means a bona fide, unsolicited written Acquisition Proposal that (x) is obtained not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination in breach of this Agreement for all of the outstanding shares of Peninsula Common Stock, on terms that the board of directors of Peninsula determines in accordance its good faith judgment (after consultation with its terms, any outside counsel and a financial advisor and after taking into account all the terms and conditions of the Acquisition Proposal other than and this Agreement (including any proposal by Mackinac to adjust the terms and conditions of this Agreement), including any break-up fees, expense reimbursement provisions, conditions to and expected timing and risks of consummation, the form of consideration offered and the transactions contemplated hereby.
(c) Except as set forth in Section 5.3, neither the Board of Directors ability of the Company nor any committee thereof shall withdrawparty making such proposal to obtain financing for such Acquisition Proposal, qualify or modifyand after taking into account all other legal, in a manner adverse to Parentfinancial, strategic, regulatory and other aspects of such proposal, including the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any identity of the foregoing being party making such proposal, and this Agreement) are more favorable from a “Change in financial point of view to its shareholders than the Company Recommendation”); provided thatMerger, for (y) is reasonably likely to receive all necessary regulatory approvals and be consummated and (z) does not contain any condition to closing or similar contingency related to the avoidance ability of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3party making such proposal to obtain financing.
Appears in 1 contract
SEC Filings and Shareholder Approval. (a) The Company and Parent shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and Parent and Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by Section 6.3(b), include the Company Board Recommendation. The parties shall notify each 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 amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such 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, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing with the Commission of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders of Company. Without limiting the foregoing, Company and Parent shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder, and shall cooperate in seeking timely to obtain any actions, consents, approvals or waivers, and in making any filings or furnishings of information, required in connection therewith (including in connection with the Proxy Statement and the Form S-4).
(b) The Company shall take all action necessary in accordance with the BCA CGCL and the Company Articles of Incorporation and Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”), and, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by Section 6.3(b), shall solicit, and use its reasonable best efforts to obtain, the Requisite Shareholder Approval thereat. The Except as expressly provided in the immediately following sentence, the board of directors of Company shall (xi) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (yii) include the Company Board Recommendation in the Information and Proxy Statement and (ziii) use its reasonable best efforts not approve, agree to obtain or recommend, or propose to approve, agree to or recommend, any Acquisition Proposal or Alternative Transaction. The board of directors of Company shall be permitted (x) not to recommend to Company’s shareholders that they give the Requisite Shareholder Approval. Notwithstanding any Change Approval or (y) to otherwise withdraw or modify in a manner adverse to Parent the Company Board Recommendation, in each case only (A) if after receiving an unsolicited bona fide Acquisition Proposal that constitutes a Superior Proposal, the board of directors of Company determines in its good faith judgment, after receiving the advice of outside legal counsel, that, in light of such Superior Proposal, the board of directors would be in violation of its fiduciary duties under applicable law if it failed to withdraw or modify the Company Board Recommendation, (B) after the fifth Business Day following delivery by Company to Parent of written notice advising Parent that the board of directors of Company intends to resolve to so withdraw or modify the Company Board Recommendation absent modification of the terms and conditions of this Agreement; (C) if, assuming this Agreement shall be submitted was amended to reflect all adjustments to the shareholders of the terms and conditions hereof proposed by Parent during such five Business Day period, such Acquisition Proposal would nonetheless continue to constitute a Superior Proposal; and (D) if Company at the Company Shareholders Meeting for the purpose of voting on the approval of has complied with its obligations set forth in this Agreement Section 6.3(b) (and, if applicable, Section 6.3(c)) and nothing contained herein shall be deemed to relieve the Company of such obligationSection 6.9; provided, however, that if following each and every material revision to such Superior Proposal, Company shall be required to deliver a new written notice to Parent in accordance with this Section 6.3(b) and to again comply with the requirements of this Section 6.3(b); provided, further, that (1) nothing in this Section 6.3(b) shall be interpreted to excuse Company and its Board of Directors from complying with its unqualified obligation to submit this Agreement to its shareholders at the Company Shareholders Meeting or (except as expressly provided in Section 6.3(c)) the Second Company Shareholders Meeting and (2) Company shall not submit to the vote of its stockholders any Acquisition Proposal or Alternative Transaction other than the Merger. Without limiting the foregoing, if the board of directors of the Company shall have effected a Change in has withdrawn or modified the Company RecommendationBoard Recommendation as expressly permitted by Section 6.3(b), then the Board board of Directors directors of the Company may submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoingFor purposes of this Agreement, the Company shall “Superior Proposal” means a bona fide, unsolicited written Acquisition Proposal that (x) is obtained not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination in breach of this Agreement for all of the outstanding shares of Company Common Stock, on terms that the board of directors of Company determines in accordance its good faith judgment (after consultation with its terms, any outside counsel and a financial advisor of nationally recognized reputation and after taking into account all the terms and conditions of the Acquisition Proposal other than and this Agreement (including any proposal by Parent to adjust the terms and conditions of this Agreement), including any break-up fees, expense reimbursement provisions, conditions to and expected timing and risks of consummation, the form of consideration offered and the transactions contemplated hereby.
(c) Except as set forth in Section 5.3, neither the Board of Directors ability of the Company nor any committee thereof shall withdrawparty making such proposal to obtain financing for such Acquisition Proposal, qualify or modifyand after taking into account all other legal, in a manner adverse to Parentfinancial, strategic, regulatory and other aspects of such proposal, including the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any identity of the foregoing being party making such proposal, and this Agreement) are more favorable from a “Change in financial point of view to its stockholders than the Company Recommendation”); provided thatMerger, for (y) is reasonably likely to receive all necessary regulatory approvals and be consummated and (z) does not contain any condition to closing or similar contingency related to the avoidance ability of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3party making such proposal to obtain financing.
Appears in 1 contract
SEC Filings and Shareholder Approval. (a) The Company and Parent shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 S‑4 (the “Form S-4S‑4”) in which the Proxy Statement will be included as a prospectus, and Parent and Company shall use their respective reasonable best efforts to cause the Form S-4 S‑4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by Section 6.3(b), include the Company Board Recommendation. The parties shall notify each 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 amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders of Company.. Without limiting the foregoing, Company and Parent shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder, and shall cooperate in seeking timely to obtain any actions, consents, approvals or waivers, and in making any filings or furnishings of information, required in connection therewith (including in connection with the Proxy Statement and the Form S‑4). 42
(b) The Company shall take all action necessary in accordance with the BCA CGCL and the Company Articles of Incorporation and Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”), and, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by Section 6.3(b), shall solicit, and use its reasonable best efforts to obtain, the Requisite Shareholder Approval thereat. The Except as expressly provided in the immediately following sentence, the board of directors of Company shall (xi) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (yii) include the Company Board Recommendation in the Information and Proxy Statement and (ziii) use its reasonable best efforts not approve, agree to obtain or recommend, or propose to approve, agree to or recommend, any Acquisition Proposal or Alternative Transaction. The board of directors of Company shall be permitted (x) not to recommend to Company’s shareholders that they give the Requisite Shareholder Approval. Notwithstanding any Change Approval or (y) to otherwise withdraw or modify in a manner adverse to Parent the Company Board Recommendation, in each case only (A) if after receiving an unsolicited bona fide Acquisition Proposal that constitutes a Superior Proposal, the board of directors of Company determines in its good faith judgment, after receiving the advice of outside legal counsel, that, in light of such Superior Proposal, the board of directors would be in violation of its fiduciary duties under applicable law if it failed to withdraw or modify the Company Board Recommendation, (B) after the fifth Business Day following delivery by Company to Parent of written notice advising Parent that the board of directors of Company intends to resolve to so withdraw or modify the Company Board Recommendation absent modification of the terms and conditions of this Agreement; (C) if, assuming this Agreement shall be submitted was amended to reflect all adjustments to the shareholders of the terms and conditions hereof proposed by Parent during such five (5) Business Day period, such Acquisition Proposal would nonetheless continue to constitute a Superior Proposal; and (D) if Company at the Company Shareholders Meeting for the purpose of voting on the approval of has complied with its obligations set forth in this Agreement Section 6.3(b) (and, if applicable, Section 6.3(c)) and nothing contained herein shall be deemed to relieve the Company of such obligationSection 6.9; provided, however, that if following each and every material revision to such Superior Proposal, Company shall be required to deliver a new written notice to Parent in accordance with this Section 6.3(b) and to again comply with the requirements of this Section 6.3(b); provided, further, that (1) nothing in this Section 6.3(b) shall be interpreted to excuse Company and its Board of Directors from complying with its unqualified obligation to submit this Agreement to its shareholders at the Company Shareholders Meeting or (except as expressly provided in Section 6.3(c)) the Second Company Shareholders Meeting and (2) Company shall not submit to the vote of its stockholders any Acquisition Proposal or Alternative Transaction other than the Merger. Without limiting the foregoing, if the board of directors of the Company shall have effected a Change in has withdrawn or modified the Company RecommendationBoard Recommendation as expressly permitted by Section 6.3(b), then the Board board of Directors directors of the Company may submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoingFor purposes of this Agreement, the Company shall “Superior Proposal” means a bona fide, unsolicited written Acquisition Proposal that (x) is obtained not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination in breach of this Agreement for all of the outstanding shares of Company Common Stock, on terms that the board of directors of Company determines in accordance its good faith judgment (after consultation with its terms, any outside counsel and a financial advisor of nationally recognized reputation and after taking into account all the terms and conditions of the Acquisition Proposal other than and this Agreement (including any proposal by Parent to adjust the terms and conditions of this Agreement), including any break‑up fees, expense reimbursement provisions, conditions to and expected timing and risks of consummation, the form of consideration offered and the transactions contemplated hereby.
(c) Except as set forth in Section 5.3, neither the Board of Directors ability of the Company nor any committee thereof shall withdrawparty making such proposal to obtain financing for such Acquisition Proposal, qualify or modifyand after taking into account all other legal, in a manner adverse to Parentfinancial, strategic, regulatory and other aspects of such proposal, including the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any identity of the foregoing being party making such proposal, and this Agreement) are more favorable from a “Change in financial point of view to its stockholders than the Company Recommendation”); provided thatMerger, for (y) is reasonably likely to receive all necessary regulatory approvals and be consummated and (z) does not contain any condition to closing or similar contingency related to the avoidance ability of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3.party making such proposal to obtain financing. 43
Appears in 1 contract
SEC Filings and Shareholder Approval. (a) The Company and Parent shall as promptly as practicable prepare and file with the SEC a mutually acceptable proxy statement/prospectus statement relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall , (ii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filing and will provide copies of such comments to Parent promptly upon receipt, (iii) as promptly as reasonable practicable, prepare and file (after Parent has had a reasonable opportunity to review and comment on) any amendments or supplements necessary to be filed in response to any SEC comments or as required by applicable Law, (iv) use its commercially reasonable efforts to have cleared by the SEC, and will thereafter mail to its shareholders as promptly as reasonably practicable, the Proxy Statement and all other customary proxy or other materials for meetings such as the Company Shareholders Meeting, (v) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and Parent shall file with distribute to the SEC, a registration statement on Form S-4 (the “Form S-4”) in which Company shareholders any supplement or amendment to the Proxy Statement will be included as a prospectus, and Parent and if any event shall occur which requires such action at any time prior to the Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filingShareholders Meeting. The Proxy Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by Section 6.3(b), include the Company Board Recommendation. The parties Parent shall notify each other promptly cooperate with Company in connection with the preparation and filing of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such 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, including furnishing Company upon request with any and all information regarding Parent, Merger Sub or their respective affiliates, the Form S-4 plans of such Persons for the Surviving Corporation after the Effective Time, and all other matters and information as may be required to be set forth in the Company Proxy Statement under the Exchange Act or the Mergerrules and regulations promulgated thereunder. If, at any time prior Company shall provide Parent a reasonable opportunity to review and comment upon the receipt of the Requisite Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective SubsidiariesProxy Statement, or any change occurs amendments or supplements thereto, or any SEC comments received with respect thereto, prior to other information supplied by a party for inclusion in filing the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing same with the Commission of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable law, in disseminating the information contained in such amendment or supplement to the stockholders of CompanySEC.
(b) The Company shall take all action necessary in accordance with the BCA TBOC and the Company Articles of Incorporation and Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”), and, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by this Section 6.3(b), shall solicit, and use its reasonable best efforts to obtain, the Requisite Shareholder Approval thereat. The Except as expressly provided in the immediately following sentence, the board of directors of Company shall (xi) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (yii) include the Company Board Recommendation in the Proxy Statement and (ziii) use its reasonable best efforts not approve, agree to obtain or recommend, or propose to approve, agree to or recommend, any Acquisition Proposal or Alternative Transaction. The board of directors of Company shall be permitted (x) not to recommend to Company’s shareholders that they give the Requisite Shareholder Approval. Notwithstanding any Change Approval or (y) to otherwise withdraw or modify in a manner adverse to Parent the Company Board Recommendation, in each case only (A) if after receiving an unsolicited bona fide Acquisition Proposal that constitutes a Superior Proposal, the board of directors of Company determines in its good faith judgment, after receiving the advice of outside legal counsel, that, in light of such Superior Proposal, the board of directors would be in violation of its fiduciary duties under applicable Law if it failed to withdraw or modify the Company Board Recommendation, (B) after the third Business Day following delivery by Company to Parent of written notice advising Parent that the board of directors of Company intends to resolve to so withdraw or modify the Company Board Recommendation absent modification of the terms and conditions of this Agreement, which notice shall specify the identity of the party making such Superior Proposal and the material terms and conditions thereof, and, include a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and all other material documents; (C) if, assuming this Agreement shall be submitted was amended to reflect all adjustments to the shareholders of terms and conditions hereof proposed by Parent during such three Business Day period (during which period Company has negotiated with Parent in good faith (to the extent Parent desires to negotiate) with respect to such adjustments), such Acquisition Proposal would nonetheless continue to constitute a Superior Proposal; and (D) if Company at the Company Shareholders Meeting for the purpose of voting on the approval of has complied with its obligations set forth in this Agreement Section 6.3(b) and nothing contained herein shall be deemed to relieve the Company of such obligationSection 6.8; provided, however, that following each and every material revision to such Superior Proposal, Company shall be required to deliver a new written notice to Parent in accordance with this Section 6.3(b) and to again comply with the requirements of this Section 6.3(b); provided, further, that (1) nothing in this Section 6.3(b) shall be interpreted to excuse Company and its board of directors from complying with its unqualified obligation to submit this Agreement to its shareholders at the Company Shareholders Meeting and (2) Company shall not submit to the vote of its shareholders any Acquisition Proposal or Alternative Transaction other than the Merger. Without limiting the foregoing, if the Board board of Directors directors of the Company shall have effected a Change in has withdrawn or modified the Company RecommendationBoard Recommendation as expressly permitted by this Section 6.3(b), then the Board board of Directors directors of the Company may submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting approving this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable lawLaw. In addition to the foregoingFor purposes of this Agreement, the Company shall “Superior Proposal” means a bona fide, unsolicited written Acquisition Proposal that (x) is obtained not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination in breach of this Agreement for all of the outstanding shares of Company Common Stock, on terms that the board of directors of Company determines in accordance with its terms, any good faith judgment (after taking into account all the terms and conditions of the Acquisition Proposal other than and this Agreement (including any proposal by Parent to adjust the terms and conditions of this Agreement), including any break‑up fees, expense reimbursement provisions, conditions to and expected timing and risks of consummation, the form of consideration offered and the transactions contemplated hereby.
(c) Except as set forth in Section 5.3, neither the Board of Directors ability of the Company nor any committee thereof shall withdrawparty making such proposal to obtain financing for such Acquisition Proposal, qualify or modifyand after taking into account all other legal, in a manner adverse to Parentfinancial, strategic, regulatory and other aspects of such proposal, including the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any identity of the foregoing being party making such proposal, and this Agreement) are more favorable from a “Change in financial point of view to its shareholders than the Company Recommendation”); provided thatMerger, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in and (y) is reasonably likely to receive all material respects with the provisions of Section 5.3necessary regulatory approvals and be consummated.
Appears in 1 contract
SEC Filings and Shareholder Approval. (a) The Company and Parent shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and Parent and Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall include the Company Board Recommendation. The parties shall notify each 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 amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such 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, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing with the Commission of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders of Company.
(b) The Company shall take all action necessary in accordance with the BCA and the Company Articles of Incorporation and Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”). The board of directors of Company shall (x) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (y) include the Company Board Recommendation in the Proxy Statement and (z) use its reasonable best efforts to obtain the Requisite Shareholder Approval. Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted agrees that it has an unqualified obligation to the shareholders of the Company at the Company Shareholders Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation; provided, however, that if the Board of Directors of the Company shall have effected a Change in Company Recommendation, then the Board of Directors of the Company may submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company shall not submit to the vote of its shareholders at the Company Shareholder Shareholders Meeting, or otherwise prior to the termination of this Agreement in accordance with its terms, any Acquisition Proposal other than this Agreement and the transactions contemplated hereby.
(c) Except as set forth in Section 5.3, neither the Board of Directors of the Company nor any committee thereof shall withdraw, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being a “Change in the Company Recommendation”); provided that, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3.
Appears in 1 contract
SEC Filings and Shareholder Approval. (a) The Company and Parent shall as As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall jointly prepare and file cause to be filed with the SEC a joint proxy statement/prospectus statement to be sent to the shareholders of each of Parent and the Company relating to the Parent Shareholder Meeting and the Company Shareholders Shareholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”). The Company ) and Parent shall as promptly as practicable prepare, prepare and Parent shall file cause to be filed with the SEC, SEC a registration statement on Form S-4 (the “Form S-4”) ), in which the Joint Proxy Statement will be included as a prospectus, and Parent and the Company shall use their respective reasonable best efforts to cause have the Form S-4 to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after filingsuch filing and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. The Each of the Company and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement, and any amendment or supplement thereto, the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Parent shall promptly notify the Company Board Recommendation. The parties shall notify each other promptly of upon the receipt of any comments from the SEC or its staff and of any request by from the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information Joint Proxy Statement and shall supply each other provide the Company with copies of all correspondence between such party or any of it and its representativesRepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, . Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent (i) shall provide Company an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by Company and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. The Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the Mergersuspension of the qualification of the Merger Consideration for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. IfEach of the Company and Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, at the Exchange Act, any time applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the issuance of the Merger Consideration.
(b) If prior to the receipt of the Requisite Shareholder ApprovalEffective Time, any event occurs with respect to Company, Parent or any of their respective SubsidiariesParent, or any change occurs with respect to other information supplied by a party Parent for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, such party Parent shall promptly notify the other party Company of such event, and Parent and the Company and Parent shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Joint Proxy Statement and or the Form S-4 and, to the extent as required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to each of Parent’s and the stockholders of Company’s shareholders.
(bc) The If prior to the Effective Time, any event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Form S-4, the Company shall take all action necessary in accordance with the BCA promptly notify Parent of such event, and the Company Articles and Parent shall cooperate in the prompt filing with the SEC of Incorporation any necessary amendment or supplement to the Joint Proxy Statement or the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to each of Parent’s and Company Bylaws to the Company’s shareholders.
(d) Parent shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable the Parent Shareholder Meeting for the purpose purposes of obtaining seeking the Requisite Parent Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”)Approval. The board of directors of Company Parent shall (x) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (y) include the Company Board Recommendation in the Proxy Statement and (z) use its reasonable best efforts to obtain (i) cause the Requisite Joint Proxy Statement to be mailed to Parent’s shareholders and to hold the Parent Shareholder Meeting as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act and (ii) subject to Section 7.7(b), solicit the Parent Shareholder Approval. Notwithstanding any Change Parent shall, through the Parent Board, give the Parent Board Recommendation and shall include such recommendation in Company Recommendationthe Joint Proxy Statement, this Agreement shall be submitted except to the shareholders extent that the Parent Board shall have made a Parent Adverse Recommendation Change as permitted by Section 7.7(b).
(e) The Company shall, as soon as reasonably practicable following the date of this Agreement, duly call, give notice of, convene and hold the Company at the Company Shareholders Shareholder Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve seeking the Company of such obligation; provided, however, that if the Board of Directors of the Shareholder Approval. The Company shall have effected a Change in Company Recommendation, then use its reasonable best efforts to (i) cause the Board of Directors of the Company may submit this Agreement Joint Proxy Statement to be mailed to the Company’s shareholders without recommendation and to hold the Company Shareholders Meeting as soon as practicable after the Form S-4 becomes effective under the Securities Act and (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amendedii) subject to Section 7.7(a), in which event the board of directors of solicit the Company may communicate Shareholder Approval. The Company shall, through the basis for Company Board, recommend to its lack of a shareholders that they give the Company Shareholder Approval and shall include such recommendation to the Company’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto Statement, except to the extent required by applicable law. In addition to the foregoing, the Company shall not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination of this Agreement in accordance with its terms, any Acquisition Proposal other than this Agreement and the transactions contemplated hereby.
(c) Except as set forth in Section 5.3, neither the Board of Directors of the Company nor any committee thereof shall withdraw, qualify or modify, in a manner adverse to Parent, that the Company Board shall have made a Company Adverse Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being a “Change in the Company Recommendation”as permitted by Section 7.7(a); provided that, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3.
Appears in 1 contract
Samples: Merger Agreement (First Federal Bancshares of Arkansas Inc)
SEC Filings and Shareholder Approval. (a) The Promptly following the date hereof, the Company and Parent HEOP shall jointly prepare and cause to be filed with the SEC a joint proxy statement or joint proxy and information statement relating to the Company Shareholders Meeting, or a written consent in lieu of a meeting, if the Company elects to obtain shareholder consent to the Agreement by written consent in lieu of a meeting (the “Company Proxy/Consent Statement”), and the HEOP Shareholders Meeting, or a written consent in lieu of a meeting, if HEOP elects to obtain shareholder consent to the Agreement by written consent in lieu of a meeting (the “HEOP Proxy/Consent Statement” and together with the Company Proxy/Consent Statement the “Joint Proxy/Consent Statement”). Promptly following the date hereof, HEOP shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Joint Proxy/Consent Statement will be included as a prospectus, and Parent HEOP and the Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Joint Proxy/Consent Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by Section 6.02(b), include the Company Board Recommendation. The parties shall notify each 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 amendments or supplements to the Proxy Joint Proxy/Consent Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Joint Proxy/Consent Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Company Shareholder Approval, any event occurs with respect to the Company, Parent HEOP or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Joint Proxy/Consent Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Joint Proxy/Consent Statement or the Form S-4, such party shall promptly notify the other party of such event, and the Company and Parent HEOP shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Proxy Joint Proxy/Consent Statement and or the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders of Company.
(b) The Company shall take all action necessary in accordance with the BCA and the Company Articles of Incorporation and Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”). The board of directors of Company shall (x) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (y) include the Company Board Recommendation in the Proxy Statement and (z) use its reasonable best efforts to obtain the Requisite Shareholder Approval. Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the shareholders of the Company at the Company Shareholders Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation; provided, however, that if the Board of Directors of the Company shall have effected a Change in Company Recommendation, then the Board of Directors of the Company may submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to Without limiting the foregoing, the Company and HEOP shall not submit make all necessary filings with respect to the vote of its shareholders at Merger under the Company Shareholder MeetingSecurities Act, or otherwise prior to the termination of this Agreement in accordance with its termsExchange Act, any Acquisition Proposal other than this Agreement applicable state blue sky laws and the transactions contemplated hereby.
rules and regulations thereunder, and shall cooperate in seeking timely to obtain any actions, consents, approvals or waivers, and in making any filings or furnishings of information, required in connection therewith (c) including in connection with the Joint Proxy/Consent Statement and the Form S-4). Except as set forth in Section 5.3with the prior approval of HEOP, neither no other matters shall be submitted for the Board of Directors approval of the Company nor any committee thereof shall withdraw, qualify or modify, in a manner adverse shareholders. Subject to ParentSection 6.03(c), the Company Board Recommendation or shall at all times prior to and during such meeting recommend such approval and shall take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being a “Change in the Company Recommendation”); provided that, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3reasonable lawful action to solicit such approval by its shareholders.
Appears in 1 contract
SEC Filings and Shareholder Approval. (a) The Company and As promptly as reasonably practicable following the date hereof, Parent shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus materials relating to the Company matters to be submitted to the Parent shareholders at the Parent Shareholders Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and Parent and Company shall use their respective reasonable best efforts to respond to any SEC comments on the Proxy Statement and to cause the Form S-4 Proxy Statement to be declared effective by the SEC mailed to Parent’s shareholders as promptly as practicable practicable. Parent will advise VantageSouth, promptly after filing. The Proxy Statementit receives notice thereof, and any amendment or supplement thereto, shall include the Company Board Recommendation. The parties shall notify each other promptly of the receipt of any comments from time when the SEC Proxy Statement has been cleared or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies amendment of all correspondence between such 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, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Parent Shareholder Approval, any event occurs with respect to CompanyVantageSouth, Parent Parent, Crescent Bank or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or Statement, the Form S-4, such party affected Party shall promptly notify the other party Party of such event, and Company and Parent shall cooperate in the prompt filing promptly file with the Commission of SEC any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable law, in disseminating disseminate the information contained in such amendment or supplement to the stockholders shareholders of CompanyParent. VantageSouth will cooperate with Parent in connection with the preparation of the Proxy Statement and any amendment or supplement thereto and the solicitation of proxies and will provide any information reasonably requested by Parent in connection therewith.
(b) The Company Parent will submit for approval, to the holders of Parent Common Stock, the issuance of Parent Common Stock pursuant to the Merger and any other matters required to be approved or adopted by its shareholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Parent shall take all action necessary in accordance with the BCA Delaware law and the Company Articles Parent’s certificate of Incorporation incorporation and Company Bylaws bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Parent Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Parent Shareholders Meeting”). The board of directors of Company shall (x) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (y) include the Company Board Recommendation in the Proxy Statement and (z) use its reasonable best efforts to obtain the Requisite Shareholder Approval. Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the shareholders of the Company at the Company Shareholders Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation; provided, however, that if the Board of Directors of the Company shall have effected a Change in Company Recommendation, then the Board of Directors of the Company may submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company shall not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination of this Agreement in accordance with its terms, any Acquisition Proposal other than this Agreement and the transactions contemplated hereby.
(c) Except as set forth in Section 5.3, neither the Board of Directors of the Company nor any committee thereof shall withdraw, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being a “Change in the Company Recommendation”); provided that, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3.
Appears in 1 contract
Samples: Merger Agreement (Crescent Financial Bancshares, Inc.)
SEC Filings and Shareholder Approval. (a) The Company shall take all action necessary in accordance with the DGCL and the Company Certificate of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Stockholders Meeting”). Subject to Section 6.9, the board of directors of Company shall (i) recommend to Company’s stockholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “Company Board Recommendation”), (ii) include the Company Board Recommendation in the Joint Proxy Statement and (iii) solicit and use its reasonable best efforts to obtain the Company Stockholder Approval. Company agrees that it has an unqualified obligation to submit this Agreement to its stockholders at the Company Stockholders Meeting.
(b) Parent shall take all action necessary in accordance with the BCA and the its articles of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Parent Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Parent Shareholders Meeting”) and of obtaining the requisite approval of Parent’s shareholders with respect to the proposed change of the name of the Surviving Corporation, effective as of the Effective Time, to “First Financial Holdings, Inc.” (the “Name Change”). Subject to Section 6.9, the board of directors of Parent shall (i) recommend to Parent’s shareholders the approval of this Agreement and the Merger (the “Parent Board Recommendation”), and of the Name Change, (ii) include the Parent Board Recommendation in the Joint Proxy Statement and (iii) solicit and use its reasonable best efforts to obtain the Parent Shareholder Approval and the requisite approval of Parent’s shareholders with respect to the Name Change. Parent agrees that it has an unqualified obligation to submit this Agreement to its shareholders at the Parent Shareholders Meeting.
(c) Company and Parent shall cooperate to as promptly as practicable prepare and file with the SEC a joint proxy statement/prospectus relating to the Company Stockholders Meeting and the Parent Shareholders Meeting (the “Joint Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and Parent and Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Joint Proxy Statement, and any amendment or supplement thereto, shall include the Company Board Recommendation and the Parent Board Recommendation. The parties shall notify each 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 amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Company Stockholder Approval and the Parent Shareholder Approval, any event occurs with respect to Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, to the Joint Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company and Parent shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders of Company.
(b) The Company shall take all action necessary in accordance with the BCA and the Company Articles of Incorporation and Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”). The board of directors of Company shall (x) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (y) include the Company Board Recommendation in the Proxy Statement and (z) use its reasonable best efforts to obtain the Requisite Shareholder Approval. Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the shareholders of the Company at the Company Shareholders Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation; provided, however, that if the Board of Directors of the Company shall have effected a Change in Company Recommendation, then the Board of Directors of the Company may submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Companystockholders and Parent’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company shall not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination of this Agreement in accordance with its terms, any Acquisition Proposal other than this Agreement and the transactions contemplated herebyshareholders.
(c) Except as set forth in Section 5.3, neither the Board of Directors of the Company nor any committee thereof shall withdraw, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being a “Change in the Company Recommendation”); provided that, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3.
Appears in 1 contract
SEC Filings and Shareholder Approval. (a) The Promptly following the date hereof, the Company and Parent HEOP shall jointly prepare and cause to be filed with the SEC a joint proxy statement or joint proxy and information statement relating to the Company Shareholders Meeting, or a written consent in lieu of a meeting, if the Company elects to obtain shareholder consent to the Agreement by written consent in lieu of a meeting (the “Company Proxy/Consent Statement”), and the HEOP Shareholders Meeting, or a written consent in lieu of a meeting, if HEOP elects to obtain shareholder consent to the Agreement by written consent in lieu of a meeting (the “HEOP Proxy/Consent Statement” and together with the Company Proxy/Consent Statement the “Joint Proxy/Consent Statement”). Promptly following the date hereof, HEOP shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Joint Proxy/Consent Statement will be included as a prospectus, and Parent HEOP and the Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Joint Proxy/Consent Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by Section 6.02(b), include the Company Board Recommendation. The parties shall notify each 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 amendments or supplements to the Proxy Joint Proxy/Consent Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Joint Proxy/Consent Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Company Shareholder Approval, any event occurs with respect to the Company, Parent HEOP or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Joint Proxy/Consent Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Joint Proxy/Consent Statement or the Form S-4, such party shall promptly notify the other party of such event, and the Company and Parent HEOP shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Proxy Joint Proxy/Consent Statement and or the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders shareholders of the Company. Without limiting the foregoing, the Company and HEOP shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder, and shall cooperate in seeking timely to obtain any actions, consents, approvals or waivers, and in making any filings or furnishings of information, required in connection therewith (including in connection with the Joint Proxy/Consent Statement and the Form S-4). Except with the prior approval of HEOP, no other matters shall be submitted for the approval of the Company shareholders. Subject to Section 6.03(c), the Company Board shall at all times prior to and during such meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by its shareholders.
(b) The Company shall take all action necessary in accordance with the BCA CGCL and the Company Articles of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Company Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Shareholder Meeting” or, at the Company’s option, obtain such approval by written consent, the “Company Shareholder Consent”), and, except in the case of a withdrawal or modification of the Company Board Recommendation expressly permitted by this Section 6.02(b), shall solicit, and use its reasonable best efforts to obtain, the Company Shareholder Approval thereat. The board of directors of Except as expressly provided in the immediately following sentence, the Company Board shall (xi) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (yii) include the Company Board Recommendation in the Proxy Joint Proxy/Consent Statement and (ziii) use its reasonable best efforts not approve, agree to, recommend, resolve, or propose to obtain approve, agree to or recommend any Acquisition Proposal or Alternative Transaction. The Company Board shall be permitted (x) not to recommend to the Requisite Company’s shareholders that they give the Company Shareholder Approval. Notwithstanding any Change Approval or (y) to otherwise withdraw or modify in a manner adverse to HEOP the Company Board Recommendation, in each case only (A) if after receiving an unsolicited bona fide Acquisition Proposal that constitutes a Superior Proposal, the Company Board determines in its good faith judgment, after receiving the advice of outside legal counsel, that, in light of such Superior Proposal, the Company Board would be in violation of its fiduciary duties under applicable law if it failed to withdraw or modify the Company Board Recommendation, (B) after the fifth (5th) Business Day following delivery by the Company to HEOP of written notice advising HEOP that the Company Board intends to resolve to so withdraw or modify the Company Board Recommendation absent modification of the terms and conditions of this Agreement; (C) if, assuming this Agreement shall be submitted was amended to reflect all adjustments to the shareholders of terms and conditions hereof proposed by HEOP during such five (5) Business Day period, such Acquisition Proposal would nonetheless continue to constitute a Superior Proposal; and (D) if the Company at the Company Shareholders Meeting for the purpose of voting on the approval of has complied with its obligations set forth in this Agreement Section 6.02(b) (and, if applicable, Section 6.02(c)) and nothing contained herein shall be deemed to relieve the Company of such obligationSection 6.05; provided, however, that if following each and every revision to such Superior Proposal, the Company shall be required to deliver a new written notice to HEOP in accordance with this Section 6.02(b) and to again comply with the requirements of this Section 6.02(b); provided, further, that (1) nothing in this Section 6.02(b) shall be interpreted to excuse the Company and its Board of Directors of the Company shall have effected a Change in Company Recommendation, then the Board of Directors of the Company may from complying with its unqualified obligation to submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company shall not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination of this Agreement in accordance with its terms, any Acquisition Proposal other than this Agreement and the transactions contemplated hereby.
(c) Except as set forth in Section 5.3, neither the Board of Directors of the Company nor any committee thereof shall withdraw, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being a “Change in the Company Recommendation”); provided that, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3.Company
Appears in 1 contract
SEC Filings and Shareholder Approval. (a) The Company 8.2.1 Promptly following the date hereof, MTWF and Parent FIBK shall jointly prepare and cause to be filed with the SEC the Proxy Statement. Promptly following the date hereof, FIBK shall as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectusprospectus (the “Form S-4”), and Parent FIBK and Company MTWF shall use their respective commercially reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Proxy Statement, and any amendment or supplement thereto, shall shall, except in the case of a withdrawal or modification include the Company MTWF Board RecommendationRecommendation (as defined below). The parties shall notify each 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 amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite MTWF Shareholder Approval, any event occurs with respect to CompanyMTWF, Parent FIBK or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and Company MTWF and Parent FIBK shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders shareholders of CompanyMTWF. Without limiting the foregoing, MTWF and FIBK shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state securities or “Blue Sky” laws and the rules and regulations thereunder, and shall cooperate in seeking timely to obtain any actions, consents, approvals or waivers, and in making any filings or furnishings of information, required in connection therewith (including in connection with the Form S-4). Except with the prior approval of FIBK, no other matters shall be submitted for the approval of MTWF shareholders at the MTWF Shareholder Meeting other than a proposal, if appropriate, regarding adjournment of the meeting for MTWF to seek to obtain additional votes in favor of the Merger. Subject to Sections 8.2.2 and 8.5, the MTWF board of directors shall at all times prior to and during such meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by its shareholders.
(b) The Company 8.2.2 MTWF shall take all action necessary in accordance with the BCA MBCA, MCA and the Company Articles articles of Incorporation incorporations and Company Bylaws bylaws of MTWF to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following the Form S-4 becoming effective for the purpose of obtaining the Requisite MTWF Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders MTWF Shareholder Meeting”), and shall solicit, and use its commercially reasonable best efforts to obtain, the MTWF Shareholder Approval thereat. The Except as expressly provided in the immediately following sentence, the MTWF board of directors of Company shall (xa) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company MTWF Board Recommendation”), (yb) include the Company MTWF Board Recommendation in the Proxy Statement and (zc) use its reasonable best efforts not approve, agree to, recommend, resolve, or propose to obtain approve, agree to or recommend any Acquisition Proposal or Alternative Transaction. The MTWF board of directors shall be permitted (i) not to recommend to MTWF’s shareholders that they give the Requisite MTWF Shareholder Approval. Notwithstanding any Change Approval or (ii) to otherwise withdraw or modify in Company a manner adverse to FIBK the MTWF Board Recommendation, in each case only (A) if after receiving an unsolicited bona fide Acquisition Proposal that constitutes a Superior Proposal, the MTWF board of directors determines in its good faith judgment, after receiving the advice of outside legal counsel, that, in light of such Superior Proposal, the MTWF board of directors would be in violation of its fiduciary duties under applicable law if it failed to withdraw or modify the MTWF Board Recommendation, (B) after the fifth (5th) Business Day following delivery by MTWF to FIBK of written notice advising FIBK that the MTWF board of directors intends to resolve to so withdraw or modify the MTWF Board Recommendation absent modification of the terms and conditions of this Agreement; (C) if, assuming this Agreement shall be submitted was amended to reflect all adjustments to the shareholders of the Company at the Company Shareholders Meeting for the purpose of voting on the approval of terms and conditions hereof proposed by FIBK during such five (5) Business Day period, such Acquisition Proposal would nonetheless continue to constitute a Superior Proposal; and (D) if MTWF has complied with its obligations set forth in this Agreement Section 8.2.2 and nothing contained herein shall be deemed to relieve the Company of such obligationSection 6.8; provided, however, that following each and every revision to such Superior Proposal, MTWF shall be required to deliver a new written notice to FIBK in accordance with this Section 8.2.2 and to again comply with the requirements of this Section 8.2.2. Without limiting the foregoing, if the MTWF board of directors has withdrawn or modified the MTWF Board of Directors of the Company shall have effected a Change in Company RecommendationRecommendation as expressly permitted by this Section 8.2.2, then the Board MTWF board of Directors of the Company may directors shall not be obligated to submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting this Agreement as a vote of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company shall not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination of this Agreement in accordance with its terms, any Acquisition Proposal other than this Agreement and the transactions contemplated herebyMTWF shareholders.
(c) Except as set forth in Section 5.3, neither the Board of Directors of the Company nor any committee thereof shall withdraw, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being a “Change in the Company Recommendation”); provided that, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3.
Appears in 1 contract
SEC Filings and Shareholder Approval. (a) The Company shall take all action necessary in accordance with the GBCC and the Company Articles of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Company Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”). Subject to Section 6.9, the board of directors of the Company shall (i) recommend to the Company’s shareholders the approval of this Agreement and the transactions contemplated hereby, including the Merger (the “Company Board Recommendation”), (ii) include the Company Board Recommendation in the Joint Proxy Statement and (iii) solicit and use its reasonable best efforts to obtain the Company Shareholder Approval. The Company agrees that it has an unqualified obligation to submit this Agreement to its shareholders at the Company Shareholders Meeting.
(b) Parent shall take all action necessary in accordance with the SCBCA and the Parent Articles of Incorporation and Parent Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Parent Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Parent Shareholders Meeting”). The board of directors of Parent shall (i) recommend to Parent’s shareholders the approval of this Agreement and the Merger (the “Parent Board Recommendation”), (ii) include the Parent Board Recommendation in the Joint Proxy Statement and (iii) solicit and use its reasonable best efforts to obtain the Parent Shareholder Approval. Parent agrees that it has an unqualified obligation to submit this Agreement to its shareholders at the Parent Shareholders Meeting.
(c) The Company and Parent shall cooperate to as promptly as practicable prepare and file with the SEC a proxy statement/prospectus relating to the Company Shareholders Meeting (the “Joint Proxy Statement”). The Company and Parent shall as promptly as practicable prepare, and Parent shall file with the SEC, a registration statement on the Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and Parent and the Company shall use their respective reasonable best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable after filing. The Joint Proxy Statement, and any amendment or supplement thereto, shall include the Company Board Recommendation and the Parent Board Recommendation. The parties shall notify each 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 amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. If, at any time prior to the receipt of the Requisite Company Shareholder Approval and the Parent Shareholder Approval, any event occurs with respect to the Company, Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the Joint Proxy Statement or the Form S-4, which is required to be described in an amendment of, or a supplement to, to the Joint Proxy Statement or the Form S-4, such party shall promptly notify the other party of such event, and the Company and Parent shall cooperate in the prompt filing with the Commission SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Form S-4 and, to the extent required by applicable lawLaw, in disseminating the information contained in such amendment or supplement to the stockholders of Company.
(b) The Company shall take all action necessary in accordance with the BCA and the Company Articles of Incorporation and Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable for the purpose of obtaining the Requisite Shareholder Approval (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”). The board of directors of Company shall (x) recommend to its shareholders the approval and adoption of this Agreement and the transactions contemplated herein (the “Company Board Recommendation”), (y) include the Company Board Recommendation in the Proxy Statement and (z) use its reasonable best efforts to obtain the Requisite Shareholder Approval. Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the shareholders of the Company at the Company Shareholders Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation; provided, however, that if the Board of Directors of the Company shall have effected a Change in Company Recommendation, then the Board of Directors of the Company may submit this Agreement to the Company’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Companyand Parent’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable law. In addition to the foregoing, the Company shall not submit to the vote of its shareholders at the Company Shareholder Meeting, or otherwise prior to the termination of this Agreement in accordance with its terms, any Acquisition Proposal other than this Agreement and the transactions contemplated herebyshareholders.
(c) Except as set forth in Section 5.3, neither the Board of Directors of the Company nor any committee thereof shall withdraw, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Board Recommendation (any of the foregoing being a “Change in the Company Recommendation”); provided that, for the avoidance of doubt, the Company may not effect a change in the Company Board Recommendation unless it has complied in all material respects with the provisions of Section 5.3.
Appears in 1 contract
Samples: Merger Agreement (Southeastern Bank Financial CORP)
