Solicitation Statement Sample Clauses
A Solicitation Statement is a clause that clarifies whether or not the document or communication constitutes an offer to enter into a contract or is merely an invitation to negotiate. In practice, this clause typically states that the information provided should not be interpreted as a binding offer, but rather as a request for further discussion or proposals. Its core function is to prevent misunderstandings and legal disputes by making it clear that no contractual obligations are being created at this stage.
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Solicitation Statement. (a) As soon as practicable after the execution of this Agreement, Target shall prepare (or complete the preparation of), with the cooperation of Acquiror, a solicitation statement for the solicitation of approval of the stockholders of Target describing this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby. Acquiror shall provide such information about Acquiror as Target shall reasonably request. The information supplied by Target for inclusion in the solicitation statement to be sent to the stockholders of Target shall not, on the date the solicitation statement is first delivered to Target’s stockholders or at the Effective Time, contain any statement that, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror that is contained in any of the foregoing documents.
(b) Each of Acquiror and Target agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the solicitation statement or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the solicitation statement. Target will promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or Acquiror shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the solicitation statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement shall contain the recommendation of the Board of Directors of Target that the stockholders of Target approve the Merger and this Agreement and the conclusion of the Board of Directors of Target that the terms and conditions of the Merger are in the best interests of Target and the stockholders o...
Solicitation Statement. Target has prepared and delivered to each of Target’s stockholders a solicitation statement for the solicitation of approval of Target’s stockholders describing this Agreement, the Certificate of Merger, the Merger and the transactions contemplated hereby and thereby (the “Solicitation Statement”). The Solicitation Statement contains the recommendation of the board of directors of Target that Target’s stockholders approve the Merger and this Agreement and the conclusion of the board of directors of Target that the terms and conditions of the Merger are fair to and in the best interests of Target’s stockholders. The Solicitation Statement conforms in all material respects with all applicable Laws.
Solicitation Statement. As promptly as practicable (and in any event within ten (10) Business Days) following the execution of this Agreement, Target shall submit a Solicitation Statement to the Stockholders. Target shall promptly advise Acquiror, and Acquiror will promptly advise Target, in writing if at any time prior to the Effective Time either Target or Acquiror shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Solicitation Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with Applicable Law. The Solicitation Statement and any and all amendments or supplements to the Solicitation Statement submitted to the Stockholders shall be subject to Acquiror’s advance review and approval, not to be unreasonably withheld, conditioned or delayed. Anything to the contrary contained herein notwithstanding, Target shall not include in any such amendment or supplement any information with respect to Acquiror unless the form and content of which information shall have been approved by Acquiror prior to such inclusion.
Solicitation Statement. The Solicitation Statement of the REIT as filed with the Securities and Exchange Commission on June 3, 1997.
Solicitation Statement. The Solicitation Statement to be sent to ---------------------- Paracer's stockholders in connection with the stockholders' meeting to be held as provided in Section 6.9 hereof shall not, at the date the Solicitation Statement (or any amendment or supplement thereto) is first mailed to Paracer's stockholders, and at the time of the stockholders' meeting, contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the stockholders' meeting which shall have become false or misleading; provided that this representation shall not apply to any information provided by Stratos for inclusion therein as contemplated by Section 6.9 hereof. The Solicitation Statement shall comply in all material respects as to form with the requirements of the DGCL and applicable law.
Solicitation Statement. To: The Principal USD-P To: USD-P
Solicitation Statement. Without limiting the generality of the foregoing, Timeline shall prepare, with the cooperation of Global, a solicitation statement and related proxy for the solicitation of approval of the shareholders of Timeline of this Agreement and the transactions contemplated hereby, including the transfer of the Second Acquisition Acquired Assets and the Patent License to the extent required under applicable corporate law in the State of Washington and pursuant to Timeline’s Articles of Incorporation (the “Requisite Shareholder Approval”). Global shall provide such information about Global as Timeline shall reasonably request or as required by the SEC and as necessary for completion of the solicitation statement. The solicitation statement shall contain the recommendation of the Board of Directors of Timeline that the Timeline shareholders approve this Agreement and the transfer of the Second Acquisition Acquired Assets and other transactions to be consummated at the Second Closing and the conclusion of the Board of Directors that the terms and conditions of this Agreement and such transactions are fair and reasonable to the shareholders of Timeline. Anything to the contrary contained herein notwithstanding, Timeline shall not include in the solicitation statement any information with respect to Global or its affiliates or associates, the form and content of which information shall not have been approved by Global prior to such inclusion;
Solicitation Statement. 68 6.2 Approval of Stockholders .................................................................................... 69 6.3 Access to Information. ......................................................................................... 70 6.4 Confidentiality. .................................................................................................... 70 6.5 Public Disclosure ................................................................................................. 71 6.6 Regulatory Approval; Further Assurances. .......................................................... 71
Solicitation Statement. (a) Within five (5) Business Days after the execution of this Agreement, the Company shall prepare (or complete the preparation of), with the cooperation of Acquiror, a
(b) Each of Acquiror and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Solicitation Statement or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the solicitation statement. The Company will promptly advise Acquiror, and Acquiror will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Acquiror shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Solicitation Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with Applicable Law. The Solicitation Statement shall (i) contain a statement to the effect that the Board of Directors of Company unanimously determined that the Merger is advisable in accordance with Section 251(b) of Delaware Law and applicable provisions of California Law and in the best interests of the Stockholders and unanimously approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, (ii) provide the Stockholders with notice of the actions taken in the Executed Written Consent, including the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby in accordance with Section 228(e) of Delaware Law and applicable provisions of California Law (iii) notify such Stockholders of their dissent and appraisal rights pursuant to Section 262 of Delaware Law and applicable provisions of California Law. The Solicitation Statement will include therewith a copy of Section 262 of Delaware Law and applicable provisions of California Law and all such other information as Acquiror shall reasonably request, and shall be sufficient in form and substance to start the twenty (20) day period during which a Stockholder must demand appraisal of such Stockholder’s Company Capital Stock as contemplated by 262(d)(2) of Delaware Law and applicable provisions of California Law. All materials submitted to Stockholders in accordance with this Section 6.1 s...