Stockholder Materials Sample Clauses

Stockholder Materials. Reasonably promptly following the date of this Agreement, the Company shall deliver to each Stockholder and Optionholder, as applicable, (i) an information statement that includes all information that is required to be given to the Stockholders pursuant to the Company’s Organizational Documents and the DGCL in connection with the Merger, (ii) at the direction of and on behalf of OCM Drum Investors, L.P., a Drag-Along Notice (as defined in the Stockholders Agreement) with respect to the transactions contemplated by this Agreement in accordance with the Stockholders Agreement and (iii) all other reasonably appropriate documents in connection with solicitation of the affirmative vote or consent of the Stockholders who did not otherwise provide their affirmative vote or consent as part of the Requisite Stockholder Approval (subsections (i), (ii) and (iii), the “Stockholder Materials”), and (iv) the Letter of Transmittal. Prior to the delivery of the Stockholder Materials, the Company will give Buyer a reasonable opportunity, but in no event less than two (2) Business Days, to review and comment on reasonably final drafts of the Stockholder Materials. At the time the Stockholder Materials are sent and at all times subsequent thereto (through and including the Effective Time) (subject to any reasonable time period needed to prepare and circulate an amendment or supplement as contemplated by the next sentence), the Stockholder Materials will 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 therein, not misleading. If, at any time prior to the Effective Time, any event or information should be discovered by the Company that should be set forth in an amendment or supplement to the Stockholder Materials, then the Company shall promptly inform Buyer of such occurrence, and the Company shall deliver to the Stockholders such amendment or supplement. The Stockholder Materials will include the recommendation of the Board of Directors of the Company in favor of this Agreement, the Related Documents and the transactions contemplated by this Agreement and the Related Documents and the conclusion of the Board of Directors of the Company that the terms and conditions of the Merger are fair and reasonable to, and in the best interests of, the Stockholders.
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Stockholder Materials. The Company shall send to Parent a copy of the Information Statement and all material reports and materials as and when it sends the same to its Stockholders or any Government.
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Stockholder Materials. From and after the date of this Agreement, the Company shall send to the Buyer a copy of all materials, reports and other documents, if any, as and when it provides the same to its Stockholders.
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Stockholder Materials. 57 Subsidiary.................................................. 57
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Stockholder Materials. The Company shall send to Parent a copy of the Information Statement and all material reports and materials as and when it sends the same to its Stockholders or any Government. The Company shall prepare an Information Statement for its Stockholders with respect to the Merger contemplated by this Agreement. Such Information Statement in the form delivered to the Stockholders, together with any and all amendments or supplements thereto, is herein referred to as the “Information Statement.” None of the information relating to the Company or any of its Subsidiaries in the Information Statement shall contain an untrue statement of material fact or shall omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
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Stockholder Materials. Upon receipt of the Company Securityholders Approval, the Company shall prepare or cause to be prepared a notice to all Company Securityholders pursuant to Section 228 of the DGCL (the “Stockholder Materials”), and shall cause such Stockholder Materials to be delivered to all Company Securityholders. Such Stockholder Materials, including the delivery of such Stockholder Materials to Company Securityholders, shall comply in all material respects with the provisions of applicable Law.
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Stockholder Materials. Simultaneously with mailing to any stockholders the Guarantor, copies of all materials distributed to stockholders, including without limitation, any 10K or 10Q report.
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Stockholder Materials. IntelliPrep will send the Stockholder Materials to the stockholders of Intelliprep, in a timely manner, for the purposes of considering approval of the Merger, either at a special meeting of stockholders or by their execution of a written consent. IntelliPrep and Click2learn each will promptly and timely provide all information relating to its respective business or operations necessary for inclusion in the Stockholder Materials to satisfy all requirements of applicable state and federal securities laws. IntelliPrep and Click2learn each shall be solely responsible for any statement, information or omission in the Stockholder Materials relating to it or its affiliates based on written information furnished by it. IntelliPrep and Click2learn will not provide or publish to the stockholders of IntelliPrep any material concerning them or their affiliates that violates the Securities Act or the Exchange Act with respect to the transactions contemplated hereby.
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Related to Stockholder Materials

  • Proxy Materials The Custodian shall deliver, or cause to be delivered, to the Fund proxy forms, notices of meeting, and any other notices or announcements materially affecting or relating to Investments received by the Custodian or any nominee.

  • Company Materials During the term of this Agreement, the Company agrees to furnish the Manager at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Funds or to the public, which refer to the Manager in any way, prior to use thereof and, not to use such material if the Manager reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, the Company will continue to furnish to the Manager copies of any of the above-mentioned materials which refer in any way to the Manager. The Company shall furnish or otherwise make available to the Manager such other information relating to the business affairs of the Funds as the Manager at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

  • Other Materials On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company shall have furnished to the Agent such appropriate further information, opinions, certificates, letters and other documents as the Agent may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof.

  • Customer Materials Subject to Section 4(a), all right, title and interest (including all Intellectual Property Rights) in and to the Customer Materials are owned by Customer or Customer’s suppliers.

  • Reports; Proxy Materials (i) PFPC Trust shall furnish to the Fund the following reports: (A) such periodic and special reports as the Fund may reasonably request; (B) a monthly statement summarizing all transactions and entries for the account of the Fund, listing each portfolio security belonging to the Fund (with the corresponding security identification number) held at the end of such month and stating the cash balance of the Fund at the end of such month. (C) the reports required to be furnished to the Fund pursuant to Rule 17f-4 of the 1940 Act; and (D) such other information as may be agreed upon from time to time between the Fund and PFPC Trust. (ii) PFPC Trust shall transmit promptly to the Fund any proxy statement, proxy material, notice of a call or conversion or similar communication received by it as custodian of the Property. PFPC Trust shall be under no other obligation to inform the Fund as to such actions or events. For clarification, upon termination of this Agreement PFPC Trust shall have no responsibility to transmit such material or to inform the Fund or any other person of such actions or events.

  • Return of Company Materials Upon the termination of this Agreement, or upon Company’s earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 3.D and any reproductions of any of the foregoing items that Consultant may have in Consultant’s possession or control.

  • Third Party Materials The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third- party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

  • Offering Materials Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to each Closing Date, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Disclosure Package.

  • Stockholder Information Within five (5) days after receipt of a request from the Company, Investor hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s stockholders. Investor further agrees that in the event it transfers any Shares, it will require the transferee of such Shares to agree to provide such information to the Company as a condition of such transfer.

  • Shareholder Information Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

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