SEC Filings; Other Actions Sample Clauses

SEC Filings; Other Actions. (a) As promptly as reasonably practicable after the execution of this Agreement (and in any event within fifteen (15) Business Days after the date of this Agreement), SF shall prepare and file a preliminary proxy statement with the SEC relating to the matters to be submitted to the holders of Seller Common Stock at the Seller Meeting (such preliminary proxy statement and any amendments or supplements thereto, including the definitive proxy statement, the "Proxy Statement"), which shall, subject to Section 7.8, include Seller Board Recommendation. Buyer, and its counsel, shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC, and SF shall give due consideration to any reasonable additions, deletions or changes suggested thereto by Buyer or its counsel. SF shall use commercially reasonable efforts to respond as promptly as practicable to comments by the SEC staff in respect of the Proxy Statement and to cause the definitive Proxy Statement to be mailed to SF's stockholders as of the record date established for Seller Meeting as promptly as practicable after the date of this Agreement. SF shall provide Buyer and its counsel with copies of any written comments, and shall provide them a summary of any oral comments, that SF or its counsel receive from the SEC or its staff with respect to the Proxy Statement as promptly as practicable after receipt of such comments, and any written or oral responses thereto. Buyer and its counsel shall be given a reasonable opportunity to review and comment on drafts of the Proxy Statement, SEC comments with respect thereto and any other documents related to Seller Meeting, and SF shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Bxxxx and its counsel. Buyer shall furnish all information that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement concerning themselves and their Affiliates as promptly as practicable after the date hereof. (b) Subject to the other provisions of this Agreement, SF shall: (i) take all action necessary in accordance with the General Corporation Law of the State of Maryland, SF's Articles of Incorporation, as amended, and SF's By-Laws to duly call, give notice of, convene and hold a meeting of its stockholders promptly following, and in any event no more than forty-five (45) calendar days after, the mailing of the Proxy Statement for...
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SEC Filings; Other Actions. (a) As promptly as reasonably practicable (and in any event within fifteen (15) Business Days) after the execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC, which shall, subject to Section 5.3, include the Company Board Recommendation. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC, and the Company shall consider in good faith and incorporate all comments reasonably proposed by Parent, Merger Sub and their counsel with respect thereto. As promptly as reasonably practicable after the execution of this Agreement, the Company shall set, in consultation with Parent, a record date for the Company Meeting (which shall be called in accordance with Section 5.4(b)) and commence a broker search pursuant to Section 14a-13 of the Exchange Act in respect thereof. The Company shall use all commercially reasonable efforts to respond as promptly as practicable to comments by the SEC staff in respect of the Proxy Statement, and to cause the definitive Proxy Statement to be mailed, as promptly as practicable (and in any event within five (5) Business Days) after confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement, to the Company’s stockholders as of the record date for the Company Meeting (as established in accordance with the preceding sentence). The Company shall provide Parent and its counsel with copies of any written comments, and shall provide them a summary of any oral comments, that the Company or its counsel receive from the SEC or its staff with respect to the Proxy Statement as promptly as practicable after receipt of such comments, and any written or oral responses thereto. Parent and its counsel shall be given a reasonable opportunity to review any such responses and the Company shall consider in good faith and incorporate all comments reasonably proposed by Parent, Merger Sub and their counsel with respect thereto. Parent and Merger Sub shall furnish all information that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement concerning themselves and their affiliates as promptly as practicable after the date hereof. (b) Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with the DGCL, the Company Charter, and the Company Bylaws to du...
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SEC Filings; Other Actions. 5.4.1 As promptly as reasonably practicable after the execution of this Agreement (and in any event within 15 Business Days after the date of this Agreement, subject to extension by agreement of the parties, not to be unreasonably withheld, conditioned or delayed) the Company will prepare and file the Proxy Statement with the SEC, which will, subject to Section 5.3, include the Company Board Recommendation. Parent and Merger Sub, and their counsel, will be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC, and the Company will give due consideration to any reasonable additions, deletions or changes suggested thereto by Parent and Merger Sub or their counsel. The Company will use all commercially reasonable efforts to respond as promptly as practicable to comments by the SEC staff in respect of the Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Company Meeting as promptly as practicable after the date of this Agreement; provided, that the Company is not obligated to mail the definitive Proxy Statement to the Company’s stockholders prior to the date that is five calendar days after the date hereof. The Company will provide 89887722_19 150326672.16 Parent and its counsel with copies of any written comments, and provide them a summary of any oral comments, that the Company or its counsel receive from the SEC or its staff with respect to the Proxy Statement as promptly as practicable after receipt of such comments, and any written or oral responses thereto. Parent and its counsel will be given a reasonable opportunity to review and comment on drafts of the Proxy Statement, SEC comments with respect thereto and any other documents related to the Company Meeting, and the Company will give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and its counsel. Parent and Merger Sub will furnish all information that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement concerning themselves and their Affiliates as promptly as practicable after the date hereof. 5.4.2 Subject to the other provisions of this Agreement, the Company will, as reasonably promptly as practicable after the date hereof: (i) take all action necessary in accordance with the DGCL, the Company Charter, and the Company Bylaws to duly call, give...
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SEC Filings; Other Actions. (a) As promptly as reasonably practicable after the execution of this Agreement (and in any event no later than 20 Business Days after the date of this Agreement), the Company shall prepare and file with the SEC the Proxy Statement, which shall, subject to Section 5.3, include the Recommendation, and shall use all reasonable efforts to respond as promptly as practicable to any comments by the SEC staff in respect of the Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the date of this Agreement. Parent and Merger Sub shall furnish all information that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement, or as otherwise required by law or requested by the SEC, concerning themselves and their Affiliates. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the ​
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SEC Filings; Other Actions. (a) As promptly as reasonably practicable after the execution of this Agreement, but no later than within 20 Business Days, the Company shall prepare and file the Proxy Statement with the SEC, which shall, subject to Section 5.3, include the Company Board
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Related to SEC Filings; Other Actions

  • SEC Filings AMAO has filed all documents required to be filed by AMAO under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the “SEC Filings”), and AMAO has filed such materials on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension, except for its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act as applicable to the SEC Filings and the rules and regulations of the Commission promulgated thereunder, except for a warrant accounting issue (the “Warrant Accounting Issue”) and a classification error related to temporary equity and permanent equity made in AMAO’s historical financial statements where, at the closing of AMAO’s initial public offering, AMAO improperly valued its common stock subject to possible redemption (the “Temporary Equity Issue”). None of the SEC Documents, contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for the Warrant Accounting Issue and the Temporary Equity Issue. There are no material outstanding or unresolved comments in comment letters from the Commission staff with respect to any of the SEC Filings. Except for the Warrant Accounting Issue and the Temporary Equity Issue, the financial statements contained in the SEC Filings have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of AMAO and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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