Shareholder Approval; Information Statement Clause Samples
Shareholder Approval; Information Statement. As promptly as practicable following the date of this Agreement, the Company shall submit this Agreement, the Merger and the transactions contemplated thereby to all of the Shareholders as of the record date for approval and adoption pursuant to and in strict accordance with California Law, the articles of incorporation and the bylaws of the Company. Such submission shall contain an information statement (the “Information Statement”) to each Shareholder in a form reasonably acceptable to Parent and that complies with applicable securities laws and California Law. In connection therewith, the Information Statement shall include a summary of the terms and conditions of this Agreement and a statement to the effect that the Board of Directors of the Company unanimously (i) determined that the Merger is advisable and fair to, and in the best interests of, the Company and the Shareholders, (ii) approved this Agreement, the Merger and the other transactions contemplated thereby and (iii) recommends that the Shareholders adopt and approve this Agreement, the Merger and the other transactions contemplated thereby. The Information Statement shall specify that adoption of this Agreement shall constitute approval by the Shareholders of (A) the escrow and indemnification obligations of the Shareholders set forth in Article 12 hereof and deposit of the Escrow Amount into the Escrow Account and (B) the appointment of ▇▇▇▇▇▇ ▇▇▇▇▇▇ as Equityholders’ Representative, under and as defined in this Agreement. None of the information about the Company included in the Information Statement delivered to Shareholders will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Company shall provide Parent (and its counsel) with an opportunity to review and comment on the Information Statement and any amendment or supplement thereto prior to the submission of such materials to the Shareholders.
Shareholder Approval; Information Statement. (a) Seller hereby acknowledges the Amendment to Support Agreement, dated as of the date hereof, by and between BFC Financial Corporation (“Shareholder”) and Purchaser, and agrees that, upon Shareholder’s delivery of the written consent contemplated thereby, Seller Table of Contents shall have obtained the requisite approval of Seller’s shareholders of this Agreement and the transactions contemplated hereby for purposes of the bylaws of Seller and Sections 607.0704 and 607.1202 of the Florida Business Corporation Act.
(b) Seller shall use its reasonable best efforts to, within 10 days after the execution of the Amendment, prepare and file with the SEC a preliminary information statement pursuant to Regulation 14C under the Exchange Act. As soon thereafter as possible in accordance with applicable Law, Seller shall file with the SEC and mail or deliver to its shareholders a definitive information statement pursuant to Regulation 14C under the Exchange Act. Seller shall afford Purchaser and its counsel a reasonable opportunity to review such information statement (and any amendment thereto) prior to the filing thereof and shall reasonably take into account Purchaser’s and its counsel’s comments thereon. Purchaser shall promptly provide any comments to such information statement, as well as any fact information regarding Purchaser that Seller may request for inclusion in such information statement. Seller shall notify Purchaser of the receipt of, and immediately provide to Purchaser true and complete copies of, any comments of the SEC with respect to such information statement or the transactions contemplated hereby and any requests by the SEC for any amendment or supplement thereto or for additional information.”
19. Section 6.1 of the Purchase Agreement is hereby amended by adding Section 6.1(d) which provides: “Schedules I and II