Written Consent; Information Statement Clause Samples
Written Consent; Information Statement. (a) Promptly following the execution and delivery of this Agreement, the Company shall, in accordance with applicable Law and the Company’s Charter Documents, furnish to the Majority Stockholders a form of irrevocable Written Consent in form and substance reasonably satisfactory to Investor evidencing Company Stockholder Approval and shall recommend (subject to the provisions of Section 9.13(b) that the Majority Stockholders sign and approve the Written Consent as furnished, subject only to ensuring that all shares of Common Stock owned by each Majority Stockholder are owned of record by such Majority Stockholder on the record date for the Written Consent, to be established by the Board, which record date shall be not more than 20 Business Days following the date of this Agreement. The Company shall comply with the DGCL, the Company’s Charter Documents and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in connection with the Written Consent, including (i) delivering the Information Statement (as defined below) to the Company’s stockholders as required pursuant to the Exchange Act, and (ii) as promptly as reasonably practicable after the execution and delivery of the Written Consent, and in accordance with Section 228 of the DGCL, giving written notice of the taking of the actions described in the Written Consent to all other holders of Common Stock.
(b) As promptly as reasonably practicable, but in any event within ten (10) Business Days following the date hereof, the Company shall prepare and file with the Commission an information statement containing the information specified in Schedule 14C under the Exchange Act with respect to the Written Consent and the transactions approved thereby (such information statement in its definitive form, the “Information Statement”). The Information Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall provide Investor with a reasonable opportunity to review and comment on the Information Statement and any communications prior to filing such with the Commission and will promptly provide Investor with a copy of such filing and communications made with the Commission. The Company shall use its reasonable best efforts to have the preliminary Information Statement cleared by the Commission as promptly as practicable after such filing.
(c) The Company shall, as promptly as practicable after r...
Written Consent; Information Statement. (a) Promptly after the execution of this Agreement, Parent and the Company shall prepare an Information Statement for the Company Stockholders to approve this Agreement and the transactions contemplated hereby (the “Company Information Statement”). The Company Information Statement shall include a disclosure document for the offer and issuance of the shares of Parent Capital Stock to be received by the holders of Company Capital Stock, Company Options and Company Warrants in the Merger. Parent and the Company shall each use reasonable commercial efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent and the Company agrees to
Written Consent; Information Statement. The Written Consent Information Statement shall have been mailed to the AHD Limited Partners and 20 days shall have elapsed from such mailing.
Written Consent; Information Statement. (a) The Company shall use its reasonable best efforts to obtain a duly executed counterpart to the Company Shareholder Approval from each Holder as expeditiously as possible after the effectiveness of the Registration Statement, and the Company shall promptly deliver such executed counterparts to LIVK. The materials submitted to such Holders in connection with soliciting counterparts to the Company Shareholder Approval shall include the unanimous recommendation of the Company Board that such Holders vote their Company Shares in favor of the adoption of this Agreement, the Merger and the transactions contemplated hereby.
(b) If any Holder does not sign the Company Shareholder Approval within two Business Days following the time at which the Registration Statement is declared effective under the Securities Act, the Company shall promptly prepare and deliver an information statement (the “Information Statement”) to Holders who have not executed such Company Shareholder Approval for purposes of informing them of the transactions contemplated hereby, receipt of the Company Stockholder Approval and such other information as may be required to be included therein by Applicable Law, including any historical financial statements and other financial information reasonably requested to be included therein by LIVK. The Company will provide a draft of such Information Statement and any amendment or supplement thereto to LIVK and its counsel no later than three Business Days prior to delivery thereof to Holders, and shall take into account in good faith any reasonable comments made by LIVK and its counsel thereon; provided that LIVK shall in no way be responsible for any of the content of the Information Statement.
Written Consent; Information Statement. The Company shall use its reasonable efforts to obtain from each Stockholder a counterpart to the Written Consent as expeditiously as possible after the execution and delivery of this Agreement and shall promptly deliver such Written Consent to Parent, once available. The materials submitted to such holders in connection with soliciting the Written Consent shall include the unanimous recommendation of the Company’s Board of Directors that such holders vote their shares of Company Stock in favor of the adoption of this Agreement, the Merger and the transactions contemplated hereby. If any holder of Company Stock does not sign the Written Consent by 5:00 P.M. Israel Time on the Business Day following the date hereof, then promptly thereafter (but in any event no later than 10 days after receipt by the Company of the Required Stockholder Vote), the Company shall prepare and deliver to each such holder an information statement (the “Information Statement”) containing notice of the receipt of the Required Stockholder Vote, a description of the Merger and this Agreement and such other information as may be required to be included therein by Sections 228 and 262 of the DGCL. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Information Statement and any amendment or supplement thereto before they are delivered to such holders of Company Stock, and the Company shall incorporate any reasonable comments of Parent and its counsel in connection therewith; provided, however, that Parent shall in no way be responsible for any of the content of the Information Statement.
Written Consent; Information Statement. Following the execution and delivery of the Agreement, the Company shall use its reasonable best efforts to diligently solicit the written consent of the Stockholders approving this Agreement and the transactions contemplated under this Agreement, including the Merger, in accordance with the Law and the Organizational Documents (the “Written Consent”). The Written Consent shall be accompanied by an information statement describing this Agreement, the Merger and the provisions of Section 262 of the DGCL.
Written Consent; Information Statement. (a) Subject to Section 4.10(b), no later than forty-eight (48) hours after the execution and delivery of this Agreement, the Company shall obtain and deliver to Purchaser the Written Consent pursuant to which each Company Stockholder executing the Written Consent shall, among other things, adopt this Agreement and approve the Merger and the other transactions contemplated hereby, in each case upon the terms and subject to the conditions set forth herein, and agree to waive any rights to seek appraisal for the Company Stock as provided in the DGCL, which Written Consent shall constitute the required adoption of this Agreement and the approval of the transactions contemplated hereby by at least those holders of Company Stock required to adopt and approve this Agreement and the transactions contemplated hereby pursuant to the terms of the Company Charter and Bylaws and the Company’s Amended and Restated Shareholders Agreement, dated May 23, 2014, by and among the Company and the Company Shareholders signatory thereto (the “Shareholders Agreement”) and in accordance with applicable Law, including Section 251 of the DGCL.
(b) No later than three (3) Business Days following the date of this Agreement, the Company shall prepare and distribute to all holders of Company Stock an information statement (together with any amendments thereof or supplements thereto, the
Written Consent; Information Statement. The Written Consent shall have been obtained in accordance with applicable Law. The Information Statement shall have been mailed to the Company’s stockholders entitled thereto and at least 20 calendar days shall have elapsed from the date of completion of such mailing.
Written Consent; Information Statement. Sale of the Company 75 Section 5.04. Takeover Statutes 76 Section 5.05. Affiliate Contracts 76 Section 5.06. Resignations 76 Section 5.07. Payoff Letters 76 Section 5.08. REIT Qualifying Property 77 Section 5.09. Financial Information 77 Section 5.10. 280G Waiver and Shareholder Approval 79 Section 5.11. Exclusivity 79