Stockholder Consent; Information Statement. (a) The Company shall use commercially reasonable efforts to obtain, as soon as reasonably practicable after the execution of this Agreement, the Stockholder Approval in accordance with applicable law, the Articles of Incorporation and the Bylaws of the Company. The Stockholder Approval shall be irrevocable with respect to all Shares that are owned beneficially or of record by the applicable consenting Stockholders or as to which they have, directly or indirectly, the right to vote or direct the voting thereof. (b) The Company shall prepare and, within five (5) Business Days following the date hereof, file with the SEC an information statement (the “Information Statement”) as promptly as practicable following the date of this Agreement. The Information Statement shall (i) explain that the Board of Directors of the Company unanimously recommended that the holders of Shares approve the Merger; (ii) in accordance with the requirements of Section 607.0704 of the FBCA, notify any holder of Company Common Stock who did not execute the Stockholder Approval of the corporate action taken by those Stockholders who did execute the Stockholder Approval; and (iii) include the required notice under the FBCA that the holders of Shares are or may be entitled to assert dissenters’ rights under such Law in connection with the Merger. The Information Statement shall not 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 made therein, in light of the circumstances in which they were made, not misleading. Buyer shall furnish all information concerning it and its Affiliates to the Company, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Information Statement. The Company shall promptly notify Buyer upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Information Statement and shall provide Buyer with copies of all correspondence between it, its Subsidiaries and its representatives, on the one hand, and the SEC, on the other hand, with respect thereto. The Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Information Statement. Notwithstanding the foregoing, prior to mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (i) provide Buyer an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) include in such document or response all comments reasonably proposed by Buyer. (c) If, prior to the Effective Time, any event occurs with respect to the Company or any Acquired Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Information Statement that is required to be described in an amendment of, or a supplement to, the Information Statement, the Company shall promptly notify Buyer of such event, and Buyer and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Information Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 7.1.2(c) shall limit the obligations of any party under Section 7.1.2(b). (d) If, prior to the Effective Time, any event occurs with respect to Buyer or any Affiliate of Buyer, or any change occurs with respect to other information supplied by Buyer for inclusion in the Information Statement that is required to be described in an amendment of, or a supplement to, the Information Statement, Buyer shall promptly notify the Company of such event, and Buyer and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Information Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 7.1.2(d) shall limit the obligations of any party under Section 7.1.2(b). (e) As soon as reasonably practicable (but in any event within five (5) Business Days) following the date on which the SEC staff advises that it has no further comments on the Information Statement, the Company shall commence mailing of the Information Statement to the holders of Shares.
Appears in 1 contract
Stockholder Consent; Information Statement. (a) The Company shall use commercially reasonable efforts to obtain, as soon as reasonably practicable after the execution of this Agreement, the Stockholder Approval in accordance with applicable law, the Articles of Incorporation and the Bylaws of the Company. The Stockholder Approval shall be irrevocable with respect to all Shares that are owned beneficially or of record by the applicable consenting Stockholders or as to which they have, directly or indirectly, the right to vote or direct the voting thereof.
(b) The Company shall prepare and, within five (5) Business Days following the date hereof, file with the SEC an information statement (the “Information Statement”) as As promptly as practicable following the date of this Agreement. The Information Statement shall Agreement (i) explain that the Board of Directors and in any event within 20 days of the Company unanimously recommended that the holders of Shares approve the Merger; (ii) in accordance date hereof), Parent shall prepare and file with the requirements of Section 607.0704 SEC a written information statement of the FBCA, notify any holder type contemplated by Rule 14c-2 of Company Common Stock who did not execute the Exchange Act containing the information specified in Schedule 14C under the Exchange Act concerning the Stockholder Approval Consent, the transactions contemplated by this Agreement and the Xxxxx Purchase Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”). Each of Parent, Holdings and the corporate action taken by those Stockholders who did execute Company shall furnish all information concerning such Person to the Stockholder Approval; and (iii) include the required notice under the FBCA that the holders of Shares are or other as may be entitled to assert dissenters’ rights under such Law reasonably requested in connection with the Mergerpreparation, filing and distribution of the Information Statement. The Parent shall promptly notify the Company upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Information Statement and shall provide the Company with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of Parent and Company shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Information Statement. Notwithstanding the foregoing, prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent (i) shall provide the Company a reasonable opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by Company. If, at any time prior to the date that is 20 days after the Information Statement is first mailed to Parent’s stockholders, any information relating to Parent, the Company or any of their respective affiliates, officers or directors should be discovered by Parent or the Company which is required to be set forth in an amendment or supplement to the Information Statement, so that the Information Statement shall not 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 made therein, in light of the circumstances in under which they were are made, not misleading. Buyer shall furnish all , the party that discovers such information concerning it and its Affiliates to the Company, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Information Statement. The Company shall promptly notify Buyer upon the receipt of any comments from other Party, and an appropriate amendment or supplement describing such information shall be filed with the SEC or any request from and, to the SEC for amendments or supplements extent required by applicable Law, disseminated to the stockholders of Parent.
(b) Parent shall use reasonable best efforts to cause the Information Statement to be (i) filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act and shall provide Buyer with copies (ii) mailed to the stockholders of all correspondence between itParent, its Subsidiaries and its representatives, on the one hand, and the SEC, on the other hand, with respect thereto. The Company shall use commercially reasonable efforts to respond in each case as promptly as practicable to any comments from the SEC with respect to the Information Statement. Notwithstanding the foregoing, prior to mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (i) provide Buyer an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) include in such document or response all comments reasonably proposed by Buyer.
(c) If, prior to the Effective Time, any event occurs with respect to the Company or any Acquired Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Information Statement that is required to be described in an amendment of, or a supplement to, the Information Statement, the Company shall promptly notify Buyer of such eventafter, and Buyer and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Information Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 7.1.2(c) shall limit the obligations of any party under Section 7.1.2(b).
(d) If, prior to the Effective Time, any event occurs with respect to Buyer or any Affiliate of Buyer, or any change occurs with respect to other information supplied by Buyer for inclusion in the Information Statement that is required to be described in an amendment of, or a supplement to, the Information Statement, Buyer shall promptly notify the Company of such event, and Buyer and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Information Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 7.1.2(d) shall limit the obligations of any party under Section 7.1.2(b).
(e) As soon as reasonably practicable (but in any event within five two (52) Business Daysdays after, the latest of (A) following the date on which confirmation from the SEC staff advises that it has no further comments on the Information Statement, (B) confirmation from the Company shall commence mailing of SEC that the Information Statement is otherwise not to be reviewed or (C) expiration of the holders of Shares10-day period after filing in the event the SEC does not review the Information Statement.
Appears in 1 contract
Stockholder Consent; Information Statement. (a) The Company shall set the date of the approval of the resolutions adopted by the board of directors of the Company as the record date for action to be taken by written consent by the holders of Common Stock and Preferred Stock to adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company shall use commercially reasonable its best efforts to obtain, the written consent of any Equity Holders that have not executed the Stockholder Consent prior to the date hereof in accordance with Section 228 of the DGCL, in the same form as soon as reasonably practicable after the Stockholder Consent, pursuant to which such Equity Holders shall approve this Agreement and the transactions contemplated hereby, including the Merger.
(b) Immediately following the execution and delivery of this Agreement, the Company shall provide Parent with a reasonable opportunity to review and comment on the information statement to be sent to the Equity Holders that have not executed the Stockholder Approval in accordance with applicable lawConsent (such Equity Holders, the Articles of Incorporation “Non-Consenting Equity Holders”, and the Bylaws of the Company. The Stockholder Approval shall be irrevocable with respect to all Shares that are owned beneficially or of record by the applicable consenting Stockholders or as to which they have, directly or indirectly, the right to vote or direct the voting thereof.
(b) The Company shall prepare and, within five (5) Business Days following the date hereof, file with the SEC an such information statement (as amended or supplemented is referred to herein as the “Information Statement”) as promptly as practicable following the date of this Agreement). The Information Statement shall include: (i) explain that the Board notification required by Section 228(e) of Directors of the Company unanimously recommended that the holders of Shares approve the Merger; Delaware Law with respect to stockholder consent, (ii) a statement in accordance with Section 262 of Delaware Law regarding the requirements appraisal rights of the Equity Holders thereunder (including a copy of Section 607.0704 262 of the FBCADelaware Law), notify any holder of Company Common Stock who did not execute the Stockholder Approval of the corporate action taken by those Stockholders who did execute the Stockholder Approval; and (iii) include such information regarding the transactions contemplated hereby as may be required notice under Delaware Law, together with a copy of this Agreement, to allow the FBCA Equity Holders to validly waive or assert any appraisal rights, as applicable. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company covenants that the holders of Shares are or may be entitled to assert dissenters’ rights under such Law in connection with the Merger. The Information Statement shall not not, at the time of the execution of the Letters of Transmittal and at the Effective Time, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made thereinin such Information Statement, in light of the circumstances in under which they were made, not misleading. Buyer ; provided, however, that the foregoing provision shall furnish all not apply to any information concerning it and regarding Parent or its Affiliates to the Company, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Information Statementprovided by Parent. The Company shall promptly notify Buyer upon the receipt of If at any comments from the SEC or any request from the SEC for amendments or supplements to the Information Statement and shall provide Buyer with copies of all correspondence between it, its Subsidiaries and its representatives, on the one hand, and the SEC, on the other hand, with respect thereto. The Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Information Statement. Notwithstanding the foregoing, prior to mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (i) provide Buyer an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) include in such document or response all comments reasonably proposed by Buyer.
(c) If, time prior to the Effective Time, Time any event occurs with respect to the Company or any Acquired Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Information Statement that is required to be described in an amendment of, or a supplement to, the Information Statement, the Company shall promptly notify Buyer of such event, and Buyer and the Company shall cooperate in the prompt filing with the SEC of any necessary material amendment or supplement to the Information Statement andis contemplated by the Company, as required by Lawthen prior to the issuance of such amendment or supplement, in disseminating the information contained in Company shall: (i) promptly notify Parent of such amendment or supplement, (ii) provide such amendment or supplement to the Company’s stockholders. Nothing in this Section 7.1.2(cParent and its counsel for review and (iii) shall limit the obligations of give reasonable and good faith consideration to any party under Section 7.1.2(b)comments made by Parent and its counsel with respect to such material amendment or supplement.
(dc) IfThe Company shall, prior no later than four (4) Business Days following the date hereof, in accordance with the DGCL and the Company Organizational Documents, deliver to the Effective Time, any event occurs with respect Paying Agent for mailing by the Paying Agent within one (1) Business Day to Buyer or any Affiliate each of Buyer, or any change occurs with respect to other information supplied by Buyer for inclusion in the Information Statement that is required to be described in an amendment of, or a supplement to, Non-Consenting Equity Holders the Information Statement, Buyer shall promptly notify the Company of such event, and Buyer and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Information Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 7.1.2(d) shall limit the obligations of any party under Section 7.1.2(b).
(e) As soon as reasonably practicable (but in any event within five (5) Business Days) following the date on which the SEC staff advises that it has no further comments on the Information Statement, the Company shall commence mailing of the Information Statement to the holders of Shares.
Appears in 1 contract
Stockholder Consent; Information Statement. (a) The As soon as practicable following receipt of a written consent in favor of the approval and adoption of this Agreement, duly executed and delivered to the Company in accordance with Section 228 of the DGCL by holders of a majority of the issued and outstanding Shares (the “Stockholder Written Consent”), the Company shall use commercially reasonable efforts provide Parent with a copy of such Stockholder Written Consent. In connection with execution and delivery of the Stockholder Written Consent, the Company shall take all actions necessary to obtaincomply, as soon as reasonably practicable and shall comply in all respects, with Section 228 and Section 262 of the DGCL, and the Company’s Organizational Documents.
(b) Parent and the Company shall cooperate and promptly prepare, and the Company shall promptly file with the SEC no later than twenty (20) Business Days after the execution date of this Agreement, the Stockholder Approval in accordance with applicable law, the Articles of Incorporation and the Bylaws of the Company. The Stockholder Approval shall be irrevocable with respect to all Shares that are owned beneficially or of record by the applicable consenting Stockholders or as to which they have, directly or indirectly, the right to vote or direct the voting thereof.
(b) The Company shall prepare and, within five (5) Business Days following the date hereof, file with the SEC an information statement (the “Information Statement”) as promptly as practicable following the date of this Agreement. The Information Statement shall contain (i) explain that the Board notice of Directors action by written consent required by Section 228(e) of the Company unanimously recommended that the holders of Shares approve the Merger; DGCL and (ii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL.
(c) The Company shall cause the Information Statement to comply in accordance all material respects as to form with the requirements of Section 607.0704 the Exchange Act, and any other Applicable Law, except that the Company shall have no such obligation with respect to statements made in the Information Statement based on information supplied by Parent expressly for inclusion therein. The Company shall cause the definitive Information Statement (or any amendment or supplement thereto) that is filed with the SEC and at the time the definitive Information Statement is mailed to the stockholders of the FBCACompany, notify to not (i) contain any holder untrue statement of Company Common Stock who did not execute a material fact or (ii) omit to state any material fact required to be stated therein or necessary in order to make the Stockholder Approval statements therein, in light of the corporate action taken by those Stockholders who did execute the Stockholder Approval; and (iii) include the required notice circumstances under the FBCA which they are made, not misleading, except that the holders of Shares are Company shall have no such obligation with respect to statements made therein based on information supplied by Parent or Merger Sub expressly for inclusion therein.
(d) Parent and the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be entitled to assert dissenters’ rights under such Law reasonably necessary or advisable in connection with the Merger. The Information Statement shall not or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it to the Company specifically for inclusion or incorporation by reference in the Information Statement will when filed with the SEC and at the time it is mailed to holders of Company Common Stock, 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 made therein, in light of the circumstances in which they were made, therein not misleading. Buyer shall furnish all Parent further agrees that if it becomes aware that any such information concerning it would cause any of the statements in the Information Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the Company and its Affiliates to the Company, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of take appropriate steps to correct the Information Statement. The Company shall promptly notify Buyer upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Information Statement and shall provide Buyer with copies of all correspondence between it, use its Subsidiaries and its representatives, on the one hand, and the SEC, on the other hand, with respect thereto. The Company shall use commercially reasonable best efforts to respond as promptly as practicable to any resolve all SEC comments from the SEC with respect to the Information StatementStatement as promptly as reasonably practicable after receipt thereof and to have the Information Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing.
(e) No amendment or supplement to the Information Statement shall be made by Company without the reasonable advance notice to Parent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding The Company shall promptly provide notice to Parent of any correspondence or communications with or comments from the foregoingSEC and shall provide Parent with copies of all such written comments and written correspondence. The Company shall not submit any response letters or other correspondence to the SEC without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed). The Company shall (i) provide Parent with reasonable prior notice of any scheduled telephone calls between the Company or its Representatives and the SEC, and (ii) use its reasonable best efforts to allow Parent or its Representatives to participate in all such telephone calls.
(f) Prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall (i) provide Buyer an Parent a reasonable opportunity to review and comment to propose comments on such document or response (including and shall, in good faith, consider the proposed final version reasonable comments of such document or response) and (ii) include in such document or response all comments Parent. As promptly as reasonably proposed by Buyer.
(c) If, prior to the Effective Time, any event occurs with respect to the Company or any Acquired Company, or any change occurs with respect to other information supplied by the Company for inclusion in practicable after the Information Statement that is required has been cleared by the SEC or promptly after ten (10) calendar days have passed since the date of filing of the preliminary Information Statement with the SEC without notice from the SEC of its intent to be described in an amendment of, or a supplement to, review the Information Statement, the Company shall promptly notify Buyer of such event, and Buyer and the Company shall cooperate in the prompt filing file with the SEC of any necessary amendment or supplement to the Information Statement andin definitive form as contemplated by Rule 14c-2 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 7.1.2(c) shall limit the obligations of any party under Section 7.1.2(b).
(d) If, prior to the Effective Time, any event occurs with respect to Buyer or any Affiliate of Buyer, or any change occurs with respect to other information supplied by Buyer for inclusion in the Information Statement that is required to be described in an amendment of, or a supplement to, the Information Statement, Buyer shall promptly notify the Company of such eventcase may be, and Buyer and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Information Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in this Section 7.1.2(d) shall limit the obligations of any party under Section 7.1.2(b).
(e) As soon as reasonably practicable (but in any event within five (5) Business Days) following the date on which the SEC staff advises that it has no further comments on the Information Statement, the Company shall commence mailing mail a copy of the Information Statement to Company’s stockholders of record in accordance with Sections 228 and 262 of the holders of SharesDGCL.
Appears in 1 contract
Samples: Merger Agreement (General Mills Inc)
