Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene, and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement (the “Special Meeting”) as soon as practicable following the date hereof; (ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable; and (iii) include in the Proxy Statement (A) the recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request). (b) Parent shall provide the Company with the information concerning Parent and Merger Sub required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, or any of its other Subsidiaries (as defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger and the approval of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Isco Inc), Merger Agreement (Isco Inc)
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through its Board of Directors, shall, in accordance with applicable law:
(i) duly call, give notice of, convene, and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement (the “Special Meeting”) as soon As promptly as practicable following after the date hereof;
(ii) , the Company shall prepare the Proxy Statement, and the Company shall prepare and file with the United States Securities SEC, and Exchange Commission (the “SEC”)Purchasers shall cooperate with the Company in such preparation and filing, within ten business days after the date hereof, a preliminary proxy statement relating to Schedule 14A in which the Merger and this Agreement and Proxy Statement shall be included. The Company will use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) andefforts, after consultation with Parentthe Purchasers, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement andthe Schedule 14A or the Proxy Statement and use its reasonable best efforts to cause the Proxy Statement to be cleared by the SEC, as soon promptly as practicable thereafter, following such filing. The Company will use its reasonable best efforts to cause a definitive proxy statement (the “"Proxy Statement”") to be mailed to its shareholders and (B) to obtain as promptly as practicable after the necessary approvals of Proxy Statement is cleared by the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) SEC. The Company shall include in the Proxy Statement (A) the recommendation of the Board and the Special Committee that shareholders of the Company vote in favor of approve the approval of the Merger and the approval of this AgreementSecond Tranche Transactions, unless such recommendation has been withdrawnwithdrawn or modified as permitted by Section 6.13.
(b) The Company shall, or as soon as practicable, in accordance with applicable law and the Articles of Incorporation and the By-Laws of the Company, duly call, set a record date for, give notice of, convene and hold the Annual Meeting for the purpose of considering and taking action upon this Agreement and such other matters as may be appropriate at the Annual Meeting. The Company shall, through its Board of Directors, recommend that its shareholders approve the Second Tranche Transactions and shall use all reasonable efforts to solicit from shareholders of the Company proxies in favor of the approval thereof, unless such recommendation has been withdrawn or modified or amended, in each case in accordance with as permitted by Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request)6.13.
(b) Parent shall provide the Company with the information concerning Parent and Merger Sub required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, or any of its other Subsidiaries (as defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger and the approval of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Complete Business Solutions Inc), Stock Purchase Agreement (CDR Cookie Acquisition LLC)
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the The Company, acting through its the Board of Directors, shall, in accordance with applicable law:
(i) (A) use reasonable efforts to promptly prepare and, no later than seven (7) business days after the date of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii);
(ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2;
(iii) duly call, give notice of, convene, convene and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement obtaining Company Shareholder Approval (the “Special Shareholders Meeting”) as soon as practicable following the date hereof;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten to be held not more than twenty-two (22) business days after following the date hereof, a preliminary proxy statement relating to filing of the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in the definitive Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) include in the Proxy Statement (A) the recommendation of unless the Board that shareholders of the Company vote in favor of the approval Directors has withdrawn its recommendation of the Merger and the approval of transactions contemplated by this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case Agreement in accordance with Section 5.24.2; and
(iv) if at any time prior to the Shareholders Meeting any information relating to the Company, and (B) or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the opinion Proxy Statement, so that it would not include any misstatement of Duff & Xxxxxx LLC (a material fact or omit to state any material fact necessary to make the “Financial Advisor”) described statements therein, in Section 3.21 (if light of the Financial Advisor authorizes such inclusioncircumstances under which they were made, which authorization not misleading, the Company will request)shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.
(b) Parent shall provide and Newco shall, upon request, furnish the Company with the all information concerning Parent it and Merger Sub required to be included its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement. , and Parent shall vote, or cause be entitled to be voted, all of review and approve the Shares (if any) then owned by it, Merger Substatements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to Parent, or any of its other Subsidiaries (as defined Affiliates, officers or directors, should be discovered by Parent which should be set forth in Section 3.1(c)) an amendment or Affiliates (as defined supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in Section 8.10) in favor light of the approval circumstances under which they were made, not misleading, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Merger and the approval of this AgreementCompany.
Appears in 2 contracts
Samples: Merger Agreement (Netmanage Inc), Merger Agreement (Micro Focus (US), Inc.)
Shareholders Meeting; Proxy Statement. The Sellers shall:
(a) Subject (i) use all commercially reasonable efforts to promptly prepare and, no later than fifteen (15) business days after the date of this Agreement, file with the SEC a proxy statement complying with all applicable requirements of Law (including all of the proxy rules of the SEC and information circular requirements under the OBCA and applicable securities Laws) for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (ii) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Buyer, respond promptly to any comments made by the SEC with respect to the Company’s rights under Section 7.1(c)(ii)Proxy Statement and any preliminary version thereof, and (iii) undertake to obtain the Company, acting through its Shareholder Approval;
(b) include in the Proxy Statement the unanimous recommendation of the Board of Directors, shall, Directors of Astris that the shareholders of Astris vote in accordance with applicable law:favor of the approval of this Agreement and the Acquisition and use its best efforts to solicit from the shareholders of Astris proxies in favor of adoption of this Agreement and approval of the Acquisition for the Shareholders Meeting;
(ic) duly call, give notice of, convene, convene and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement obtaining the Shareholder Approval (the “Special Shareholders Meeting”) as soon as practicable following the date hereof;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required such meeting to be included by held not later than thirty (30) days following the federal securities laws (and filing of the rules and regulations thereunder) in the definitive Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicableASC; and
(iiid) include in if at any time prior to the Proxy Statement (A) Shareholders Meeting any information relating to the recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawnSellers, or unless such recommendation has been modified the Seller Subsidiary, officers or amendeddirectors, should be discovered which should be set forth in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request).
(b) Parent shall provide the Company with the information concerning Parent and Merger Sub required an amendment or supplement to be included in the Proxy Statement. Parent shall vote, so that it would not include any misstatement of a material fact or cause omit to be votedstate any material fact necessary to make the statements therein, all in light of the Shares (if any) then owned circumstances under which they were made, not misleading, Astris shall promptly notify the Buyer and shall promptly file an appropriate amendment or supplement describing such information with the SEC and ASC and, to the extent required by itLaw, Merger Subdisseminate it to the shareholders of Astris. The Buyer shall, upon request, furnish Astris with all information concerning it and its Affiliates as Astris may deem reasonably necessary or advisable in connection with Astris preparing the Proxy Statement, and Buyer shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC and ASC. If at any time prior to the Shareholders Meeting any information relating to the Buyer, or any of its other Subsidiaries (as defined Affiliates, officers or directors, should be discovered by the Buyer which should be set forth in Section 3.1(c)) an amendment or Affiliates (as defined supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in Section 8.10) in favor light of the approval circumstances under which they were made, not misleading, the Buyer shall promptly notify Astris and Astris shall promptly file an appropriate amendment or supplement describing such information with the SEC and ASC and, to the extent required by Law, disseminate it to the shareholders of the Merger and the approval of this AgreementAstris.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Astris Energi Inc), Asset Purchase Agreement (ACME Global Inc.)
Shareholders Meeting; Proxy Statement. (a) Subject to In accordance with any applicable Law, the Company’s rights under Section 7.1(c)(ii's Sixth Amended and Restated Certificate of Incorporation ("Restated Certificate") and Second Amended and Restated Bylaws ("Restated Bylaws"), the CompanyCompany shall call and hold a meeting of its shareholders as promptly as reasonably practicable after the date hereof for the purpose of voting upon the approval and adoption of this Agreement and the transactions contemplated hereby (the "Company Shareholders' Meeting"), acting through and the Company shall use its reasonable best efforts to hold such shareholder meeting as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC. The Board of DirectorsDirectors shall submit this Agreement to the stockholders of the Company for approval and adoption whether or not the Board of Directors at any time changes or modifies its recommendation in favor of the Merger and this Agreement in compliance with this Agreement. The Company shall use its reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the Merger and shall take all other reasonable action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the DGCL and the Restated Certificate and Restated Bylaws to approve and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, shall, in accordance with applicable law:
(i) the Company agrees that its obligation to duly call, give notice of, convene, convene and hold the Company Shareholders' Meeting, as required by this Section 6.02(a), shall not be affected by the withdrawal, amendment or modification of the recommendation of the Board of Directors in favor of the Merger and this Agreement. Except as permitted by and in accordance with the provisions of Section 5.02, neither the Board of Directors nor the Special Committee may withdraw or modify in a special meeting manner adverse to Parent or Merger Sub its approval or recommendation of its shareholders for the purpose of considering and taking action upon this Agreement or the Merger or state publicly its intent to do so, or approve or recommend any Acquisition Proposal to the shareholders of the Company or state publicly its intent to do so, or resolve to take any of the foregoing actions.
(the “Special Meeting”b) As promptly as soon as reasonably practicable following after the date hereof;
(ii) of this Agreement, the Company shall prepare and file with the United States Securities SEC, and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and shall use its reasonable best efforts (A) to obtain and furnish the information required to be included have cleared by the federal securities laws (SEC, the Proxy Statement in connection with the Company Shareholders' Meeting, and the rules parties hereto shall prepare and regulations thereunder) file with the SEC, and shall use their reasonable best efforts to have cleared by the SEC, the Schedule 13E-3. The Company, Parent and Merger Sub each shall promptly and timely provide all information relating to its respective businesses or operations necessary for inclusion in the Proxy Statement or the Schedule 13E-3 to satisfy all requirements of applicable state and United States federal securities Laws. The Company and Parent (as hereinafter definedwith respect to Parent and Merger Sub) andeach shall be solely responsible for any statement, after consultation information or omission in the Proxy Statement or the Schedule 13E-3 relating to it (and Merger Sub with respect to Parent, ) or its Affiliates based upon written information provided by it (or Merger Sub with respect to respond promptly to Parent) for inclusion in the Proxy Statement or the Schedule 13E-3.
(c) The Company shall notify Parent of the receipt of any comments made by of the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) include in the Proxy Statement (A) and the recommendation Schedule 13E-3 and of any requests by the Board that shareholders SEC for any amendment or supplement thereto or for additional information and shall provide a copy of such comments or requests to Parent promptly after receipt, and shall promptly provide to Parent copies of all correspondence between the Company or any representative of the Company vote and the SEC. The Company shall give Parent and its counsel the reasonable opportunity to review and comment on any proposed responses to comments, which review shall be concluded as promptly as possible, but in favor no event more than three (3) business days after the receipt of the approval of Company's proposed responses to comments or other correspondence to the Merger SEC. If at any time after the date the Proxy Statement is mailed to stockholders and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization prior to the Company will request).
(b) Shareholders' Meeting any information relating to the Company, Parent shall provide the Company with the information concerning Parent and Merger Sub required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, or any of their respective Affiliates, officers or directors, is discovered by the Company, Parent or Merger Sub which is required to be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and to the extent required by applicable Law, disseminated to the stockholders. As promptly as reasonably practicable after the Proxy Statement and Schedule 13E-3 have been cleared by the SEC (or sooner if permitted by applicable Law), the Company shall mail the Proxy Statement to the stockholders of the Company. Unless the Board of Directors with the authorization of the Special Committee shall have withdrawn or modified its other Subsidiaries (approval or recommendation of this Agreement or the Merger as defined permitted by and in accordance with the provisions of Section 3.1(c)) or Affiliates (as defined in Section 8.10) 5.02, the Proxy Statement shall include the recommendation of the Board of Directors in favor of the approval of the Merger and the approval of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Edison Schools Inc), Merger Agreement (Edison Schools Inc)
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii7.3(e), the Company, acting through its Board of Directors, Company shall, in accordance with applicable law:
(i) duly call, give notice of, convene, and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement (the “Special Meeting”) as soon as practicable following the Acceptance Time, set a record date hereof;
(ii) prepare for, and file with the United States Securities and Exchange Commission cause a meeting (the “SECShareholders’ Meeting”) to be duly called and held for the purpose of voting on the adoption of this Agreement.
(b) Subject to Section 7.2 and Section 7.3(e), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement andCompany shall, as soon as practicable thereafterfollowing the Acceptance Time (i) solicit from the Company Shareholders entitled to vote at the Shareholders’ Meeting proxies in favor of such adoption and (ii) use its commercially reasonable efforts to take all other action reasonably necessary to secure the vote or consent of such holders required by the GBCC or this Agreement to effect the Merger.
(c) Subject to Section 7.3(e), as soon as practicable following the Acceptance Time, Parent and the Company shall jointly prepare the Proxy Statement, and the Company shall file the Proxy Statement with the SEC, and shall use reasonable best efforts to respond promptly to the comments of the SEC and to cause a definitive proxy statement (the “Proxy Statement”) Statement to be mailed to the Company Shareholders at the earliest practical time. The Company shall furnish all information concerning it and the holders of its shareholders capital stock as Parent may reasonably request in connection with such actions, and (B) Parent shall furnish all information concerning it and Merger Sub as the Company may reasonably request in connection with such actions. Each party to obtain this Agreement will notify the necessary approvals other parties and the Company Board of Directors promptly of the Merger receipt of the comments of the SEC, if any, and this Agreement of any request by its shareholders as soon as practicable; and
(iii) include in the SEC for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. If (Ai) at any time prior to the recommendation Shareholders’ Meeting, any event should occur relating to the Company or any of the Board Subsidiaries that shareholders of should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company vote in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2shall promptly inform Parent, and (Bii) if at any time prior to the Shareholders’ Meeting, any event should occur relating to Parent or Merger Sub or any of their respective associates or Affiliates, or relating to the plans of any such persons for the Company after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the case of (i) or (ii) the opinion Company and Parent, will, upon learning of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusionevent, which authorization promptly prepare, and the Company will request).
(b) shall file with the SEC and, if required, mail such amendment or supplement to the Company Shareholders; provided, prior to such filing, the Company and Parent shall provide consult with each other with respect to such amendment or supplement and shall incorporate the Company other’s comments, except with the information concerning respect to any comment that would create a misstatement of fact or an omission of a material fact. Each of Parent and Merger Sub required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all in favor of the adoption of this Agreement all Shares (if any) then directly or indirectly beneficially owned by it, and to otherwise take all commercially reasonable actions to cause the Merger to occur. Once the Shareholders’ Meeting has been called and noticed, the Company shall not postpone or adjourn the Shareholders’ Meeting without consent of Parent.
(d) The Company hereby consents to the inclusion in the Offer Documents and Proxy Statement of the Company Recommendation, without prejudice to the Company’s rights of modification, amendment or withdrawal in accordance with Section 7.2 and the fairness opinion of the Company Financial Advisor referred to in Section 5.3(e). The Company has obtained the consent of the Company Financial Advisor for the inclusion of the fairness opinion in the Offer Documents and Proxy Statement.
(e) Notwithstanding the foregoing clauses (a), (b), (c), and (d) of this Section 7.3, in the event that the number of Shares owned by Merger Sub, Parent and their Affiliates, in the aggregate, following the Offer and any “subsequent offering period” and the exercise, if any, of the Top-Up Option, is equal to at least one (1) Share more than 90.00% of the outstanding Shares, each of the parties hereto shall take all necessary and appropriate actions to cause the Merger to become effective (including the transfer of Shares owned by Parent and Subsidiaries of Parent and Merger Sub to Merger Sub) as soon as practicable after the last of (i) the expiration date of the Offer, (ii) the expiration of any “subsequent offering period” and (iii) in the event that Merger Sub shall have exercised the Top-Up Option and purchased the Top-Up Shares, on the day on which the Top-Up Closing occurs, without the Shareholders’ Meeting, in accordance with Section 14-2-1104 of the GBCC.
(f) The Company Board of Directors has determined that it is in the best interest of the Company and its shareholders to postpone the 2011 Annual Meeting of Shareholders. Without the prior written consent of Parent or except as required by an Order of a court of competent jurisdiction, the Company shall not resume, hold or convene the 2011 Annual Meeting of Shareholders or any other meeting of its shareholders other Subsidiaries than the Shareholders’ Meeting.
(as defined in Section 3.1(c)g) or Affiliates (as defined in Section 8.10) in favor Without the prior consent of the approval of Parent, the Merger and the approval of this AgreementCompany shall not enter into any settlement or agreement with, or pay any amounts to, MMI Investments L.P. or its Affiliates.
Appears in 1 contract
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the The Company, acting through its Board of Directorsthe Special Committee, shall, in accordance with applicable law:
(i) duly call(A) use all commercially reasonable efforts to promptly prepare and, give notice ofno later than fifteen (15) business days after the date of this Agreement, convene, file with the SEC a proxy statement complying with applicable requirements of Law and hold a special meeting all of its shareholders the proxy rules of the SEC for the purpose purposes of considering and taking action upon this Agreement (the “Special Meeting”) as soon as practicable following the date hereof;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SECProxy Statement”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (AB) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) it in the Proxy Statement (as hereinafter defined) and, after consultation with ParentParent and Newco, to respond promptly to any comments made by the SEC with respect to such the Proxy Statement and any preliminary proxy statement andversion thereof, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (BC) undertake to obtain the necessary approvals of Company Shareholder Approval, unless the Merger Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement by its shareholders as soon as practicablepursuant to Section 8.4(ii); and
(iiiii) include in the Proxy Statement (A) the unanimous recommendation of the Board Special Committee that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable best efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, unless such the Special Committee may withdraw, modify or amend its recommendation has been withdrawnif, or unless such recommendation has been modified or amended, in each case permitted by and in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request).
(b) Parent shall provide the Company with the information concerning Parent and Merger Sub required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, or any of its other Subsidiaries (as defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger and the approval of this Agreement.6.2;
Appears in 1 contract
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through its Board of Directors, shall, EPI shall take all action necessary in accordance with applicable law:
Applicable Law and in accordance with its certificate or articles of incorporation and bylaws to convene a meeting of its respective stockholders as promptly as practicable after the preparation of the Proxy Statement (i) duly calldefined below), give notice ofto consider and vote upon the approval of this Agreement and transactions contemplated hereby. Specifically, convene, and hold a special meeting EPI shall seek the approval of its shareholders for the purpose following transactions (collectively, the "Requested Approvals"): (i) the Proposed Stock Split and adjustments to authorize capital, upon the terms set forth in Section 5.7 hereof, (ii) the sale of considering the capital stock of Gulf Coast Cooling Tower Service, Inc., a wholly owned subsidiary of EPI ("GCCTS") to Xxxxx in exchange for all of his shares of EPI Preferred, (iii) the sale of the capital stock of Fire Zap, Inc. ("FZI") to H. Xxxxx Xxxxxxxx in exchange for all of his shares of EPI Preferred, (iv) the proposed amendment to its Certificate of Incorporation to change its name from "Environmental Plus, Incorporated" to "TTI Industries, Incorporated", and taking action upon this Agreement (v) the “Special Meeting”proposed issuance of the Warrant.
(b) EPI shall prepare and file with the Securities and Exchange Commission ("SEC") as soon as practicable following the date hereof;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “"Proxy Statement”") with regard to the Requested Approvals and any other matters desired to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) include in the Proxy Statement (A) the recommendation of the Board that shareholders of the Company vote in favor of submitted for the approval of the Merger shareholders of EPI, and the approval of this Agreement, unless Parties shall take such recommendation has been withdrawn, or unless such recommendation has been modified or amended, other actions as EPI may reasonably request in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request).
(b) Parent shall provide the Company connection with the information concerning Parent and Merger Sub required to be included in the preparation of such Proxy Statement. Parent shall vote, or cause to be voted, all Statement none of the Shares (if any) then owned information included by it, Merger Sub, any Party shall contain any material misstatement of fact or omit to state and material fact or any of its other Subsidiaries (as defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger and the approval of this Agreementfacts necessary to make these statements contained therein not misleading.
Appears in 1 contract
Samples: Stock Purchase Agreement (Environmental Plus Inc /Tx/)
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through its Board of Directors, shall, in accordance with applicable law:
(i) duly call, give notice of, convene, and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement (the “Special Meeting”) as As soon as practicable following the date hereof;
(ii) of this Agreement, Parent and the Company shall jointly prepare the Proxy Statement, and the Company shall file the Proxy Statement with the United States Securities SEC as promptly as practicable (and Exchange Commission (the “SEC”in any event by July 18, 2011), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and shall use its reasonable best efforts (A) to obtain respond to the comments of the SEC as promptly as practicable. The Company shall furnish all information concerning it and the holders of its capital stock as Parent may reasonably request in connection with such actions, and Parent shall furnish all information concerning it and Merger Sub as the information required Company may reasonably request in connection with such actions. Each party to be included this Agreement will notify the other parties and the Company Board of Directors promptly of the receipt of the comments of the SEC, if any, and of any request by the federal securities laws (and the rules and regulations thereunder) in SEC for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. If (as hereinafter definedi) at any time prior to the Shareholders’ Meeting, any event should occur relating to the Company or any of the Subsidiaries that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly inform Parent and (ii) if at any time prior to the Shareholders’ Meeting, any event should occur relating to Parent or Merger Sub or any of their respective associates or Affiliates, or relating to the plans of any such persons for the Company after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the case of (i) or (ii) the Company and Parent, will, upon learning of such event, promptly prepare, and the Company shall file with the SEC and, after consultation if required, mail such amendment or supplement to the Company Shareholders; provided, prior to such filing, the Company and Parent shall consult with Parent, to respond promptly to any comments made by the SEC each other with respect to such preliminary proxy statement andamendment or supplement and shall incorporate the other’s comments, as soon as practicable thereafter, except with respect to cause any comment that would create a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals misstatement of the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) include in the Proxy Statement (A) the recommendation fact or an omission of the Board that shareholders a material fact. Each of the Company vote in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request).
(b) Parent shall provide the Company with the information concerning Parent and Merger Sub required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all in favor of the adoption of this Agreement all Shares (if any) then directly or indirectly beneficially owned by it, and to otherwise take all reasonable best efforts to cause the Merger Subto occur.
(b) If the adoption of this Agreement by the Company Shareholders is required by applicable Law, then the Company shall (i) establish a record date not later than five (5) Business Days after the Proxy Statement Clearance Date for and give notice of a meeting of the Company Shareholders, for the purpose of voting upon the adoption of this Agreement (the “Shareholders’ Meeting”), and (ii) mail to the holders of Shares as of the record date established for the Shareholders’ Meeting a Proxy Statement (the date of such mailing, the “Proxy Date”). The Company shall duly call, convene and hold the Shareholders’ Meeting within forty (40) days following the Proxy Statement Clearance Date or as promptly as reasonably practicable thereafter. Unless the Company Board of Directors shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Change of Recommendation (but, for the avoidance of doubt, unless this Agreement is terminated pursuant to Section 9.1, any such Change of Recommendation shall not relieve the Company of its other Subsidiaries (as defined obligation to give notice of, convene and hold a meeting of its shareholders in accordance with this Section 3.1(c7.3)) or Affiliates (as defined in Section 8.10) , the Company shall solicit proxies in favor of the approval adoption of this Agreement and shall ensure that all proxies solicited in connection with the Shareholders’ Meeting are solicited in compliance with all applicable Laws. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Shareholders’ Meeting (A) as necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders within a reasonable amount of time in advance of the Merger Shareholders’ Meeting and (B) if as of the approval time for which the Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting. Furthermore, the Company shall at the reasonable request of Parent, adjourn or postpone the Shareholders Meeting (A) if as of the time for which the Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting or (B) as necessary to permit additional solicitation of proxies in favor of adoption of this Agreement. The Company shall, upon the reasonable request of Parent, advise Parent on at least a daily basis on each of the seven (7) Business Days prior to the scheduled date of the Shareholders’ Meeting as to the aggregate tally of affirmative proxies received from the Company Shareholders.
(c) Notwithstanding the foregoing, in the event that the number of Shares owned by Merger Sub, Parent and their Affiliates, in the aggregate, following the Offer and the exercise, if any, of the Top-Up Option, is equal to at least one Share plus ninety percent (90%) of the outstanding Shares, each of the parties hereto shall take all necessary and appropriate actions to cause the Merger to become effective (including the transfer of Shares owned by Parent and Affiliates of Parent and Merger Sub to Merger Sub) as soon as practicable on the last of (i) the expiration date of the Offer and (ii) in the event that Merger Sub shall have exercised the Top-Up Option and purchased the Top-Up Shares, on the day on which the Top-Up Closing occurs, without the Shareholders’ Meeting, in accordance with Section 14-2-1104 of the GBCC.
Appears in 1 contract
Samples: Merger Agreement (Immucor Inc)
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the The Company, acting through its the Board of Directors, shall, in accordance with applicable law:
(i) (A) use reasonable efforts to promptly prepare and, no later than fifteen (15) business days after the date of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Eastern and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii);
(ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2;
(iii) duly call, give notice of, convene, convene and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement obtaining Company Shareholder Approval (the “Special Shareholders Meeting”) as soon as practicable following the date hereof;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by held forty-five (45) days following the federal securities laws (and filing of the rules and regulations thereunder) in the definitive Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) include in the Proxy Statement (A) the recommendation of unless the Board that shareholders of the Company vote in favor of the approval Directors has withdrawn its recommendation of the Merger and the approval of transactions contemplated by this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case Agreement in accordance with Section 5.24.2; and
(iv) if at any time prior to the Shareholders Meeting any information relating to the Company, and (B) or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the opinion Proxy Statement, so that it would not include any misstatement of Duff & Xxxxxx LLC (a material fact or omit to state any material fact necessary to make the “Financial Advisor”) described statements therein, in Section 3.21 (if light of the Financial Advisor authorizes such inclusioncircumstances under which they were made, which authorization not misleading, the Company will request)shall promptly notify Eastern and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.
(b) Parent shall provide Eastern and Newco shall, upon request, furnish the Company with the all information concerning Parent it and Merger Sub required to be included its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Eastern shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. Parent shall vote, or cause If at any time prior to be voted, all of the Shares (if any) then owned by it, Merger SubShareholders Meeting any information relating to Eastern, or any of its other Subsidiaries (as defined Affiliates, officers or directors, should be discovered by Eastern which should be set forth in Section 3.1(c)) an amendment or Affiliates (as defined supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in Section 8.10) in favor light of the approval circumstances under which they were made, not misleading, Eastern shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Merger and the approval of this AgreementCompany.
Appears in 1 contract
Samples: Merger Agreement (Netmanage Inc)
Shareholders Meeting; Proxy Statement. (a) Subject The Company, acting through the Special Committee, shall:
(i) (A) use all commercially reasonable efforts to promptly prepare and, within thirty (30) days after the date of this Agreement, file with the SEC a proxy statement for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the necessary approvals by its shareholders of this Agreement and the Merger and the other transactions contemplated hereby unless, in the good faith opinion of the Special Committee (after consultation with counsel), taking any such action might be inconsistent with its fiduciary duties to the Company’s rights shareholders under Section 7.1(c)(iiapplicable Law;
(ii) include in the Proxy Statement the unanimous recommendation of the Special Committee that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable best efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Special Committee may withdraw, modify or amend its recommendation if, in the good faith opinion of the Special Committee (after consultation with counsel), such recommendation might be inconsistent with its fiduciary duties to the Company, acting through its Board of Directors, shall’s shareholders under applicable Law, in accordance with applicable law:which case any such withdrawal, modification or amendment shall not constitute a breach of this Agreement;
(iiii) duly call, give notice of, convene, convene and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement and the Merger (the “Special Shareholders Meeting”) as soon as practicable following the date hereof;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by held twenty-one (21) days following filing of the federal securities laws (and the rules and regulations thereunder) in the definitive Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicableSEC; and
(iiiiv) include if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered by the Company which should be set forth in an amendment or supplement to the Proxy Statement (A) Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the recommendation statements therein, in light of the Board that circumstances under which they were made, not misleading, the Company shall promptly notify Parent and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the shareholders of the Company vote in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request)Company.
(b) Parent and Newco shall provide each cause their respective representatives to fully cooperate with the Company in the preparation of the Proxy Statement, and shall, upon request, furnish the Company with the all information concerning Parent it and Merger Sub required to be included its Affiliates as the Company may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement. Parent shall vote, or cause If at any time prior to be voted, all of the Shares (if any) then owned by it, Merger SubShareholders Meeting any information relating to the Parent, or any of its other Subsidiaries Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the shareholders of the Company
(as defined in Section 3.1(c)c) or At the Shareholders Meeting, Parent, Newco and their Affiliates (as defined in Section 8.10) shall vote all Shares, if any, owned by them in favor of the approval of this Agreement, the Merger and the approval of this Agreementother transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Featherlite Inc)
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through its Board of Directors, shall, in accordance with applicable law:
(i) duly call, give notice of, convene, and hold The Company will cause a special meeting of its shareholders to be duly called and held as soon as reasonably practicable after the execution of this Agreement for the purpose of considering and taking action upon voting on the approval of this Agreement and the Merger and will submit the approval of this Agreement and the Merger to a vote of its shareholders at that meeting. Subject to Section 5.2(c), the Company Board and the Special Committee will unanimously recommend to the shareholders of the Company that they vote in favor of approval of this Agreement and the Merger, the Company will solicit proxies in connection with the meeting in favor of such approval, and the Company will otherwise use its reasonable best efforts to secure the approval of the shareholders of the Company required to effect the Merger under Applicable Law and the Company’s Articles of Incorporation. The Company’s obligations to call and hold the shareholders’ meeting contemplated by this Section 5.2(a) and to submit the approval of this Agreement and the Merger to a vote of the shareholders at that meeting will not be affected by the announcement or commencement of, or the Company’s receipt of, an Acquisition Proposal (as defined in Section 5.3(a)) or by any withdrawal, qualification, or adverse modification of the Company Board’s approval and recommendation of this Agreement and the Merger (an “Special MeetingAdverse Recommendation Change”) as soon as practicable following the date hereof;).
(iib) prepare The Company will prepare, and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days a proxy statement, together with a form of proxy, with respect to the shareholders’ meeting described in Section 5.2(a) as soon as reasonably practicable after the date hereof, a preliminary proxy statement relating to the Merger and execution of this Agreement and (such proxy statement, together with any amendments thereof or supplements thereto, being herein called the “Proxy Statement”). The Company (i) will use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in have the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made cleared by the SEC as soon as reasonably practicable, if such clearance is required; (ii) will as soon as reasonably practicable thereafter mail the Proxy Statement to the shareholders of the Company; and (iii) will otherwise comply in all material respects with all Applicable Laws in respect of such meeting. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) include in the Proxy Statement (A) or the recommendation Merger. Prior to filing the Proxy Statement with the SEC, the Company will provide reasonable opportunity for Parent to review and comment upon the contents of the Board Proxy Statement and will not include therein any information to which counsel to Parent will reasonably object (unless counsel to the Company will reasonably determine that such information should be included consistent with Applicable Laws) or omit therefrom any information that counsel to Parent will reasonably request. Parent and Sub shall, and shall each cause their respective representatives to, fully cooperate with the Company in the preparation of the Proxy Statement, and shall, upon request, furnish the Company with all information concerning it and its affiliates as the Company may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement. If at any time prior to the meeting of the shareholders of the Company vote in favor of the approval of the Merger and the approval of this Agreementcontemplated by Section 5.2(a), unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization any event relating to the Company will request).
(b) Parent shall provide the Company with the information concerning Parent and Merger Sub required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, or any of its other Subsidiaries subsidiaries, officers or directors is discovered by the Company that should be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly so inform Parent, and if at any time prior to the meeting of the shareholders of the Company contemplated by Section 5.2(a), any event relating to Parent or Sub or any of their respective subsidiaries, officers or directors is discovered by Parent or Sub that should be set forth in an amendment or supplement to the Proxy Statement, Parent and Sub will promptly so inform the Company.
(c) The Company Board may make an Adverse Recommendation Change only if it determines in good faith (after consultation with the Company’s financial adviser and outside legal counsel) that it is required to do so in order to comply with its fiduciary duties under Minnesota law.
(d) The Company may not submit to the vote of its shareholders any Acquisition Proposal or any proposal for a Third-Party Transaction (as defined in Section 3.1(c5.3(e)) unless this Agreement shall have been terminated by Parent or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger Company or Parent and the approval of this AgreementCompany pursuant to Section 8.1.
Appears in 1 contract
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s 's rights under Section 7.1(c)(ii), the Company, acting through its Board of Directors, shall, in accordance with applicable law:
(i) duly call, give notice of, convene, and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement (the “"Special Meeting”") as soon as practicable following the date hereof;
(ii) prepare and file with the United States Securities and Exchange Commission (the “"SEC”"), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “"Proxy Statement”") to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) include in the Proxy Statement (A) the recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx Phelps LLC (the “"Financial Advisor”") described in Section 3.21 Sectixx 0.01 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request).
(b) Parent shall provide the Company with the information concerning Parent and Merger Sub required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, or any of its other Subsidiaries (as defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger and the approval of this Agreement.
Appears in 1 contract
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through its Board of DirectorsDirectors (the “Board”), shall, in accordance with applicable law, the Company Certificate of Incorporation, the Company By-laws and the rules and regulations of NASDAQ:
(i) duly call, give notice of, convene, and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement (the “Special Meeting”) as soon as practicable following the date hereofhereof with the record date and the meeting date of the Special Meeting to be selected after reasonable consultation with Parent; provided, however, that the Company may adjourn or postpone the Special Meeting (A) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement (as hereinafter defined) is provided to the Company’s shareholders within a reasonable amount of time in advance of the Special Meeting, (B) as otherwise required by applicable law, or (C) if as of the time for which the Special Meeting is scheduled as set forth in the Proxy Statement, there are insufficient shares of Company Common Stock represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in a proxy statement in preliminary and definitive form relating to the Special Meeting (the “Proxy Statement”) and prepare and file with the United States Securities and Exchange Commission (the “SEC”), as soon as reasonably practicable but in no event later than fifteen (15) Business Days after the date hereof, a preliminary Proxy Statement relating to the Merger and this Agreement, (as hereinafter definedB) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement Proxy Statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) Statement to be mailed disseminated to its shareholders shareholders, as and (B) to obtain the necessary approvals of the Merger and this Agreement extent required by its shareholders as soon as practicable; andapplicable federal securities laws;
(iii) include in the Proxy Statement (A) the unanimous recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff Xxxxxxx Xxxx & Xxxxxx LLC Company L.L.C. (the “Financial Advisor”) described in Section 3.21 3.23 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request).; and
(iv) use commercially reasonable efforts to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable (including by retaining an outside proxy solicitation firm at the Company’s own cost and expense);
(b) Parent shall provide the Company with the information concerning Parent and Merger Sub reasonably required to be included in the Proxy Statement. Parent and its counsel shall be given a reasonable opportunity to review and comment on the preliminary and the definitive Proxy Statement (or any amendments or supplements thereto) prior to the filing of any such document with the SEC. The Company shall give reasonable and good faith consideration to any and all comments made by Parent and its counsel and will incorporate reasonable comments of Parent and/or its counsel prior to filing. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and the reasonable opportunity to review and comment on such comments. The Company will respond promptly to any such comments from the SEC or its staff, will give reasonable and good faith consideration to any and all comments made by Parent and will incorporate reasonable comments of Parent and/or its counsel prior to any such response. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, or any of its other Subsidiaries (as defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger and the approval of this Agreement.
(c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its shareholders (and will use its reasonable efforts to incorporate any reasonable comments of Parent and/or its counsel prior to such filing and dissemination), in each case as and to the extent required by applicable federal securities laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Teledyne Technologies Inc)
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through its Board of Directors, The Company shall, in accordance with applicable law:
(i) duly call, give notice of, convene, and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement (the “Special Meeting”) as soon as practicable following the date hereof;
of this Agreement, duly call, convene and hold a meeting of its shareholders (the "Company Shareholders' Meeting") for the purpose of obtaining the approval of this Agreement and the transactions contemplated hereby by the shareholders of the Company entitled to vote thereon. The Board will, to the extent consistent with its fiduciary obligations, (i) recommend to the shareholders of the Company the adoption and approval of this Agreement and the transactions contemplated hereby and (ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain the necessary approvals by the shareholders of the Company of this Agreement and furnish the transactions contemplated hereby. At the Company Shareholders' Meeting, all of the Company Common Stock then owned by Parent, Merger Subsidiary or any other subsidiary of Parent shall be voted in favor of adoption of the Agreement and to approve the Merger (subject to applicable law).
(b) The Company shall prepare, and Parent and Merger Subsidiary shall cooperate with the Company in such preparation, a Proxy Statement (the "Proxy Statement") and cause the Proxy Statement to be mailed to its shareholders. Parent agrees that it will provide the Company with all information concerning Parent or Merger Subsidiary necessary or appropriate to be included in the Proxy Statement. The Company represents and warrants that the Proxy Statement (and any amendment thereof or supplement thereto) at the date mailed to Company shareholders and at the time of the Company Shareholders' Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; except that no representation is made by the federal securities laws (Company with respect to statements made in the Proxy Statement based on information supplied by Parent or the Merger Subsidiary for inclusion in the Proxy Statement. Each of Parent and Merger Subsidiary represents and warrants that none of the rules and regulations thereunder) information supplied by Parent or Merger Subsidiary for inclusion in the Proxy Statement (as hereinafter definedincluding any amendments or supplements thereto) andwill, after consultation with Parentat the date mailed to shareholders and at the time of the Company Shareholders' Meeting, contain any untrue statement of a material fact or omit to respond promptly to state any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) material fact required to be mailed stated therein or necessary in order to its shareholders and (B) to obtain make the necessary approvals statements therein, in light of the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) circumstances under which they are made, not misleading. Subject to the fiduciary obligations of the Board under applicable law, the Company shall include in the Proxy Statement (A) the recommendation of the Board that shareholders of the Company vote in favor of the approval and adoption of the Merger this Agreement and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request)transactions contemplated hereby.
(b) Parent shall provide the Company with the information concerning Parent and Merger Sub required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, or any of its other Subsidiaries (as defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger and the approval of this Agreement.
Appears in 1 contract
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through its Board of Directors, shall, in accordance with applicable law:
(i) duly call, give notice of, convene, and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement (the “Special Meeting”) as soon as practicable following the date hereof;
(ii) use best efforts to prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten (10) business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicablepracticable (including by retaining an outside proxy solicitation firm at its own cost and expense); and
(iii) include in the Proxy Statement (A) the recommendation of the Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC Xxxxxx, Xxxxx Xxxxx Incorporated (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request).
(b) Parent shall provide the Company with the information concerning Parent and Merger Sub required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, or any of its other Subsidiaries (as defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger and the approval of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Benthos Inc)
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through its Board of Directors, shall, in accordance with applicable law:
(i) duly call, give notice of, convene, and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement (the “Special Meeting”) as soon As promptly as practicable following the date hereof;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in Company shall prepare the Proxy Statement (as hereinafter defined) anddefined below). The Company will use its best efforts, after consultation with ParentMergerCo, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, the Proxy Statement. The Company will use its best efforts to cause a definitive proxy statement (the “"Proxy Statement”") to be mailed to its shareholders and (B) to obtain stockholders as promptly as practicable after it has been approved by the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) SEC. The Company shall include in the Proxy Statement (A) the recommendation of the Board of Directors that shareholders of the Company vote approve and adopt this Agreement and the transactions contemplated hereby.
(b) The Company shall in accordance with applicable law and the Articles of Organization and By-laws of the Company, duly call, set a record date for, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as promptly as practicable for the purpose of considering and taking action upon this Agreement and such other matters as may be appropriate at the Special Meeting. The Company shall, through its Board of Directors, recommend that its shareholders approve the Merger and shall use all reasonable efforts to solicit from shareholders of the Company proxies in favor of the approval and adoption of the Merger this Agreement and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request)transactions contemplated hereby.
(bc) Parent The Company and MergerCo shall provide together prepare and file a Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") under the Exchange Act. Each of MergerCo and the Company with the shall furnish all information concerning Parent it, its affiliates and Merger Sub the holders of its capital stock required to be included in the Schedule 13E-3 and, after consultation with each other, shall respond promptly to any comments made by the SEC with respect to the Schedule 13E-3.
(d) The information supplied by the Company for inclusion in the Proxy Statement. Parent Statement or the Schedule 13E-3 shall votenot, at the time the Proxy Statement is mailed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, at the time of the Special Meeting, as then amended or supplemented, or cause at the Effective Time, omit to be voted, all of state any material fact necessary to correct any statement originally supplied by the Shares (if any) then owned by it, Merger Sub, Company for inclusion in the Proxy Statement or the Schedule 13E-3 which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its other Subsidiaries affiliates, or its, or its affiliates', respective officers, directors or shareholders, should be discovered which should be set forth in an amendment of, or a supplement to such Proxy Statement or Schedule 13E-3, the Company shall promptly so inform MergerCo and will furnish all necessary information to MergerCo relating to such event and an appropriate amendment or supplement to such Proxy Statement or Schedule 13E-3 will thereafter be filed with the SEC by the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply in all material respects, both as to form and otherwise, with the Exchange Act and/or the Securities Act, as the case may be, and the rules and regulations thereunder.
(as defined e) The information supplied or to be supplied by MergerCo for inclusion in Section 3.1(c)) the Proxy Statement or Affiliates (as defined the Schedule 13E-3 shall not at the time the Proxy Statement is mailed contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in Section 8.10) order to make the statements therein, in favor light of the approval circumstances under which they were made, not misleading or, at the time of the Merger Special Meeting, as then amended or supplemented, or at the Effective Time, omit to state any material fact necessary to correct any statement originally supplied by MergerCo for inclusion in the Proxy Statement or the Schedule 13E-3 which has become false or misleading. If at any time prior to the Effective Time any event relating to MergerCo or any of its affiliates, or its affiliates' respective officers, directors or shareholders should be discovered which should be set forth in an amendment of, or a supplement to, such Proxy Statement or Schedule 13E-3, MergerCo shall promptly so inform the Company and will furnish all necessary information to the Company relating to such event and an appropriate amendment or supplement to such Proxy Statement or Schedule 13E-3 will thereafter be filed with the SEC by the Company. All documents that MergerCo is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply in all material respects, both as to form and otherwise, with the Exchange Act and the approval of this Agreementrules and regulations thereunder.
Appears in 1 contract
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through its Board of Directors, The Seller shall, in accordance with applicable law:
(i) use all commercially reasonable efforts to promptly prepare and, no later than fifteen (15) business days after June 5, 2007, file with the SEC a proxy statement complying with all applicable Requirements of Law (including all of the proxy rules of the SEC and information circular requirements under the OBCA and applicable securities Laws) for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (ii) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Buyer, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (iii) undertake to obtain the Shareholder Approval;
(b) include in the Proxy Statement the unanimous recommendation of the Board of Directors of the Seller that the shareholders of the Seller vote in favor of the approval of this Agreement and the Acquisition and use its best efforts to solicit from the shareholders of the Seller, proxies in favor of adoption of this Agreement and approval of the Acquisition for the Shareholders Meeting;
(c) duly call, give notice of, convene, convene and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement obtaining the Shareholder Approval (the “Special Shareholders Meeting”) as soon as practicable following the date hereof;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required such meeting to be included by held not later than thirty (30) days following the federal securities laws (and filing of the rules and regulations thereunder) in the definitive Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicableASC; and
(iiid) include if at any time prior to the Shareholders Meeting any information relating to the Seller, Ontario or s.r.o. should be discovered which should be set forth in an amendment or supplement to the Proxy Statement (A) Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the recommendation statements therein, in light of the Board that circumstances under which they were made, not misleading, the Seller shall promptly notify the Buyer and shall promptly file an appropriate amendment or supplement describing such information with the SEC and ASC and, to the extent required by Law, disseminate it to the shareholders of the Company vote Seller. The Buyer shall, upon request, furnish the Seller with all information concerning it and its Affiliates as the Seller may deem reasonably necessary or advisable in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request).
(b) Parent shall provide the Company connection with the information concerning Parent and Merger Sub required to be included in Seller preparing the Proxy Statement, and Buyer shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC and ASC. Parent shall vote, or cause If at any time prior to be voted, all of the Shares (if any) then owned by it, Merger SubShareholders Meeting any information relating to the Buyer, or any of its other Subsidiaries (as defined Affiliates, officers or directors, should be discovered by the Buyer which should be set forth in Section 3.1(c)) an amendment or Affiliates (as defined supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in Section 8.10) in favor light of the approval circumstances under which they were made, not misleading, the Buyer shall promptly notify the Seller and the Seller shall promptly file an appropriate amendment or supplement describing such information with the SEC and ASC and, to the extent required by Law, disseminate it to the shareholders of the Merger and the approval of this AgreementSeller.
Appears in 1 contract
Shareholders Meeting; Proxy Statement. (a) Subject to In accordance with the Company’s rights under Section 7.1(c)(ii's Amended and Restated Articles of Incorporation ("Restated Articles") and Amended and Restated Bylaws ("Restated Bylaws"), the Company, acting through its Board of Directors, shall, in accordance with applicable law:
(i) duly call, give notice of, convene, Company shall call and hold a special meeting of its shareholders as promptly as practicable for the purpose of considering and taking action voting upon this Agreement (the “Special Meeting”) as soon as practicable following the date hereof;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) include in the Proxy Statement (A) the recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and this Agreement, and the approval Company shall use its best efforts to hold such shareholder meeting as promptly as practicable after the date on which the Proxy Statement (as defined below) is cleared by the SEC. As promptly as practicable after the date of this Agreement, unless such recommendation has been withdrawnthe Company, or unless such recommendation has been modified or amended, in each case in accordance Parent and Merger Sub shall cooperate and prepare and file with Section 5.2the SEC, and shall use all commercially reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to shareholders, a proxy statement meeting the requirements of Schedule 14A and Rule 13e-3 under the Exchange Act (Bincluding any preliminary versions thereof, any amendments thereto and any schedules required to be filed in connection therewith) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”"Proxy Statement") described in Section 3.21 connection with the meeting of the Company's shareholders to consider the Merger (if the Financial Advisor authorizes such inclusion"Company Shareholders' Meeting"). The Company, which authorization Parent and Merger Sub each will promptly and timely provide all information relating to its respective businesses or operations necessary for inclusion in the Proxy Statement to satisfy all requirements of applicable state and Federal securities Laws. The Company will request)and Parent (with respect to Parent and Merger Sub) each shall be solely responsible for any statement, information or omission in the Proxy Statement relating to it (and Merger Sub with respect to Parent) or its Affiliates based upon written information furnished by it (or Merger Sub with respect to Parent) for inclusion in the Proxy Statement.
(b) Parent shall provide The Company agrees that the Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to shareholders, at the time of the Company Shareholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, taken as a whole and in light of the circumstances under which they were made, not misleading, except that no representation, warranty or covenant is hereby made, or will be made, by the Company with the information concerning respect to Parent and Merger Sub Information (as defined in Section 6.1(c)) or any information supplied by Xxxxxx X. Xxxxxxxx, Ph.D. that relates to him or that is required to be included in the Proxy Statement. Statement as a result of his status as an affiliate under Rule 13e-3 under the Exchange Act.
(c) Each of Parent shall vote, or cause to be voted, all and Merger Sub agrees that none of the Shares (if any) then owned information supplied by it, Parent or Merger Sub, or any of its other Subsidiaries their respective officers, directors, representatives, agents or employees (as defined the "Parent and Merger Sub Information"), for inclusion in Section 3.1(c)the Proxy Statement, or in any amendments thereof or supplements thereto, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or Affiliates (as defined in Section 8.10) in favor first sent to shareholders, at the time of the approval Company Shareholders' Meeting or at the Effective Time, 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, taken as a whole and in light of the circumstances under which they were made, not misleading, except that no representation, warranty or covenant is hereby made, or will be made, by Parent or Merger and Sub with respect to information supplied by the approval Company or any of this Agreementits officers, directors, representatives, agents or employees.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quintiles Transnational Corp)
Shareholders Meeting; Proxy Statement. (a) Subject If required by applicable Law in order to consummate the Company’s rights under Section 7.1(c)(ii)Merger, the CompanyPlatform, acting through its Board of Directors, shall, in accordance with applicable lawLaw:
(i) duly call, give notice of, convene, convene and hold a special meeting of its shareholders (the "Shareholders' Meeting") as promptly as practicable following the date on which the Purchaser completes payment and purchase of Shares pursuant to the Offer for the purpose of considering and taking action upon the approval and adoption of this Agreement (the “Special Meeting”) as soon as practicable following the date hereofAgreement;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, SEC a preliminary proxy or information statement relating to the Merger and this Agreement and use its reasonable best efforts (Ax) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) SEC in the definitive proxy or information statement to be mailed to Platform shareholders (including any amendment or supplement thereto, the "Proxy Statement (as hereinafter definedStatement") and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such the preliminary proxy or information statement and, as soon as practicable thereafter, to and cause a definitive proxy statement (the “Proxy Statement”) Statement to be mailed to its shareholders as promptly as practicable after filing, and, if following such mailing and prior to approval of this Agreement by Platform's shareholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, to promptly prepare and mail to its shareholders such an amendment or supplement, provided that Platform shall not mail any such amendment or supplement without consultation with Parent and its counsel and shall not mail any such amendment or supplement to which Parent reasonably objects, and (By) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicableshareholders; and
(iii) include in the Proxy Statement (A) the recommendation of the Board of Directors that shareholders of the Company Platform vote in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request).
(b) Following the purchase of Shares, if any, pursuant to the Offer, Parent shall provide the Company with the information concerning Parent and Merger Sub required ensure that all such Shares purchased continue to be included in held by Parent or Purchaser or a direct wholly owned Subsidiary of Parent until such time as the Proxy StatementMerger is consummated. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, Purchaser or any of its other Subsidiaries (as defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) Parent Subsidiary in favor of the approval of the Merger and the approval of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Acsys Inc)
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through its Board of DirectorsDirectors (the “Board”), shall, in accordance with applicable law, the Company Certificate of Incorporation, the Company By-laws and the rules and regulations of NASDAQ:
(i) duly call, give notice of, convene, and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement (the “Special Meeting”) as soon as practicable following the date hereofhereof with the record date and the meeting date of the Special Meeting to be selected after reasonable consultation with Parent; provided, however, that the Company may adjourn or postpone the Special Meeting (A) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement (as hereinafter defined) is provided to the Company’s shareholders within a reasonable amount of time in advance of the Special Meeting, (B) as otherwise required by applicable law, or (C) if as of the time for which the Special Meeting is scheduled as set forth in the Proxy Statement, there are insufficient shares of Company Common Stock represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in a proxy statement in preliminary and definitive form relating to the Special Meeting (the “Proxy Statement”) and prepare and file with the United States Securities and Exchange Commission (the “SEC”), as soon as reasonably practicable but in no event later than fifteen (15) Business Days after the date hereof, a preliminary Proxy Statement relating to the Merger and this Agreement, (as hereinafter definedB) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement Proxy Statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) Statement to be mailed disseminated to its shareholders shareholders, as and (B) to obtain the necessary approvals of the Merger and this Agreement extent required by its shareholders as soon as practicable; andapplicable federal securities laws;
(iii) include in the Proxy Statement (A) the unanimous recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff Jxxxxxx Rxxx & Xxxxxx LLC Company L.L.C. (the “Financial Advisor”) described in Section 3.21 3.23 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request).; and
(iv) use commercially reasonable efforts to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable (including by retaining an outside proxy solicitation firm at the Company’s own cost and expense);
(b) Parent shall provide the Company with the information concerning Parent and Merger Sub reasonably required to be included in the Proxy Statement. Parent and its counsel shall be given a reasonable opportunity to review and comment on the preliminary and the definitive Proxy Statement (or any amendments or supplements thereto) prior to the filing of any such document with the SEC. The Company shall give reasonable and good faith consideration to any and all comments made by Parent and its counsel and will incorporate reasonable comments of Parent and/or its counsel prior to filing. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and the reasonable opportunity to review and comment on such comments. The Company will respond promptly to any such comments from the SEC or its staff, will give reasonable and good faith consideration to any and all comments made by Parent and will incorporate reasonable comments of Parent and/or its counsel prior to any such response. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, or any of its other Subsidiaries (as defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger and the approval of this Agreement.
(c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its shareholders (and will use its reasonable efforts to incorporate any reasonable comments of Parent and/or its counsel prior to such filing and dissemination), in each case as and to the extent required by applicable federal securities laws.
Appears in 1 contract
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the The Company, acting through its Board of Directorsthe Special Committee, shall, in accordance with applicable law:
(i) (A) use all commercially reasonable efforts to promptly prepare and, no later than fifteen (15) business days after the date of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 8.4(ii);
(ii) include in the Proxy Statement the unanimous recommendation of the Special Committee that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable best efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Special Committee may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 6.2;
(iii) duly call, give notice of, convene, convene and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement obtaining Company Shareholder Approval (the “Special Shareholders Meeting”) as soon as practicable following the date hereof;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business to be held thirty (30) days after following the date hereoffiling of the definitive Proxy Statement with the SEC (even in the case that the Special Committee has withdrawn, a preliminary proxy statement relating to modified or amended its recommendation that the Merger and shareholders approve this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicableMerger); and
(iiiiv) include if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement (A) Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the recommendation statements therein, in light of the Board that circumstances under which they were made, not misleading, the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company vote in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request)Company.
(b) Parent shall provide and Newco shall, upon request, furnish the Company with the all information concerning Parent it and Merger Sub required to be included its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement. , and Parent shall vote, or cause be entitled to be voted, all of review and approve the Shares (if any) then owned by it, Merger Substatements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to the Parent, or any of its other Subsidiaries (as defined Affiliates, officers or directors, should be discovered by Parent which should be set forth in Section 3.1(c)) an amendment or Affiliates (as defined supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in Section 8.10) in favor light of the approval circumstances under which they were made, not misleading, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Merger and the approval of this AgreementCompany.
Appears in 1 contract
Samples: Merger Agreement (Corvu Corp)
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the The Company, acting through its the Board of Directors, shall, in accordance with applicable law:
(i) use reasonable efforts to promptly prepare and, no later than fifteen (15) business days after the Financing Contingency Release Date, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Eastern and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) following the Financing Contingency Release Date, undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii);
(ii) following the Financing Contingency Release Date, include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2;
(iii) following the Financing Contingency Release Date, duly call, give notice of, convene, convene and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement obtaining Company Shareholder Approval (the “Special Shareholders Meeting”) as soon as practicable following the date hereof;
(ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by held forty-five (45) days following the federal securities laws (and filing of the rules and regulations thereunder) in the definitive Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders and (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) include in the Proxy Statement (A) the recommendation of unless the Board that shareholders of the Company vote in favor of the approval Directors has withdrawn its recommendation of the Merger and the approval of transactions contemplated by this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case Agreement in accordance with Section 5.24.2; and
(iv) if at any time prior to the Shareholders Meeting any information relating to the Company, and (B) or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the opinion Proxy Statement, so that it would not include any misstatement of Duff & Xxxxxx LLC (a material fact or omit to state any material fact necessary to make the “Financial Advisor”) described statements therein, in Section 3.21 (if light of the Financial Advisor authorizes such inclusioncircumstances under which they were made, which authorization not misleading, the Company will request)shall promptly notify Eastern and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.
(b) Parent shall provide Following the Financing Contingency Release Date, Eastern and Newco shall, upon request, furnish the Company with the all information concerning Parent it and Merger Sub required to be included it’s Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement. Parent Eastern shall vote, or cause be entitled to be voted, all of review and approve the Shares (if any) then owned by it, Merger Substatements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to Eastern, or any of its other Subsidiaries (as defined Affiliates, officers or directors, should be discovered by Eastern which should be set forth in Section 3.1(c)) an amendment or Affiliates (as defined supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in Section 8.10) in favor light of the approval circumstances under which they were made, not misleading, Eastern shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Merger and the approval of this AgreementCompany.
5. A new section 4.8 shall be added as follows:
Appears in 1 contract
Samples: Merger Agreement (Netmanage Inc)
Shareholders Meeting; Proxy Statement. (a) In accordance with the Restated Articles and Amended and Restated Bylaws of the Company (the “Restated Bylaws”), the Company shall call and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) as promptly as practicable for the purpose of voting upon the approval of the Merger, and the Company shall use its best efforts to hold such Company Shareholders’ Meeting as promptly as practicable after the date on which the Proxy Statement (as defined below) is cleared by the SEC. Subject to Section 5.2, the Company shall, through the Company Board of Directors, recommend that the Company’s shareholders vote in favor of the adoption of this Agreement and shall include such recommendation in the Proxy Statement. Subject to Section 5.2, the Company shall use reasonable efforts to solicit from the Company’s shareholders proxies in favor of the adoption of this Agreement and shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by Applicable Law is provided to the Company’s rights under Section 7.1(c)(iishareholders in advance of a vote on the adoption of this Agreement, or if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Company Shareholders’ Meeting; provided that any Company Shareholders’ Meeting so adjourned or postponed shall be held as promptly as permitted by the Company Charter Documents and Applicable Law. As promptly as practicable after the date of this Agreement, the Company, acting through its Board of Directors, shall, in accordance with applicable law:
(i) duly call, give notice of, convene, Parent and hold a special meeting of its shareholders for the purpose of considering Merger Sub shall cooperate and taking action upon this Agreement (the “Special Meeting”) as soon as practicable following the date hereof;
(ii) prepare and file with the United States Securities SEC, and Exchange Commission (shall use all commercially reasonable efforts to have cleared by the “SEC”), within ten business days after the date hereofand promptly thereafter shall mail to shareholders, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be mailed in connection with the Company Shareholders’ Meeting. The Company, Parent and Merger Sub each will promptly and timely provide all information relating to its shareholders and (B) to obtain the respective businesses or operations necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable; and
(iii) include for inclusion in the Proxy Statement to satisfy all requirements of applicable state and federal securities laws. The Company and Parent (Awith respect to Parent and Merger Sub) each shall be solely responsible for any statement, information or omission in the recommendation Proxy Statement relating to it (and Merger Sub with respect to Parent) or its Affiliates based upon written information furnished by it (or Merger Sub with respect to Parent) for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the Board that shareholders SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company vote in favor and the Company Representatives, on the one hand, and the SEC and the staff of the approval SEC, on the other hand, relating to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement or any amendments or supplements thereto or responding to any comments of the Merger SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and the approval of this Agreement, unless comment on such recommendation has been withdrawn, document or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, response and (Bii) shall include in such document or response all comments reasonably proposed by Parent. Whenever any event occurs or information is discovered which is required to be set forth in an amendment or supplement to the opinion of Duff & Xxxxxx LLC (the “Financial Advisor”) described in Section 3.21 (if the Financial Advisor authorizes such inclusionProxy Statement, which authorization the Company or Parent, as the case may be, will request)promptly inform the other of such occurrence or discovery, and, with the cooperation of Parent, the Company shall file with the SEC and, to the extent required by Applicable Law, mail to the Company’s shareholders such amendment or supplement.
(b) Parent shall provide The Company agrees that the Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to shareholders, at the time of the Company Shareholders’ Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, taken as a whole and in light of the circumstances under which they were made, not misleading, except that no representation, warranty or covenant is hereby made, or will be made, by the Company with the information concerning respect to Parent and Merger Sub required to be included Information (as defined in the Proxy Statement. Section 6.1(c)).
(c) Each of Parent shall vote, or cause to be voted, all and Merger Sub agrees that none of the Shares (if any) then owned information supplied by it, Parent or Merger Sub, or any of its other Subsidiaries their respective officers, directors, representatives, agents or employees (as defined the “Parent and Merger Sub Information”), for inclusion in Section 3.1(c)the Proxy Statement, or in any amendments thereof or supplements thereto, at the time the Proxy Statement (or any amendment thereof or supplement thereto) is filed with the SEC or Affiliates (as defined in Section 8.10) in favor first sent to shareholders, at the time of the approval Company Shareholders’ Meeting or at the Effective Time, 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, taken as a whole and in light of the Merger and the approval of this Agreementcircumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Merger Agreement (Embrex Inc /Nc/)
