Merger Proxy Statement definition

Merger Proxy Statement is defined in Section 5.4(a) of the Agreement.

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Merger Proxy Statement means the proxy statement to be filed by the Transferee with the US SEC in relation to the merger between the Transferee and Cambridge;

Merger Proxy Statement shall have the meaning ascribed to it in Section 5.4.

Examples of Merger Proxy Statement in a sentence

The Merger Proxy Statement shall include the Company Board Recommendation, unless the Board of Directors has made a Company Adverse Recommendation Change in compliance with Section 5.1. The Merger Proxy Statement shall include (x) the fairness opinion of the Company’s financial advisors referenced in Section 2.23, (y) the notice of the Company Stockholder Meeting, and (z) the notice and other information required by Section 262(d) of the DGCL.
Parent, Merger Sub and the Company shall cooperate in good faith to determine the information regarding each of them that is necessary to include in the Merger Proxy Statement in order to satisfy applicable Legal Requirements.
The Company shall give Parent and its Representatives a reasonable opportunity to review and comment on the initial preliminary Merger Proxy Statement and all subsequent forms or versions of or amendments or supplements to the Merger Proxy Statement prior to the filing thereof with the SEC or dissemination to the holders of Shares and the Company shall give reasonable and good faith consideration to any timely comments thereon made by Parent or its Representatives.
For clarity, the representations and warranties in this Section 3.5 will not apply to statements or omissions included or incorporated by reference in the Merger Proxy Statement based upon information supplied by the Company to Parent or Merger Sub or any of their respective Representatives on behalf of the Company specifically for inclusion therein.
The Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Merger Proxy Statement.
Parent and Merger Sub shall promptly supply to the Company in writing, for inclusion in the Merger Proxy Statement, all information concerning Parent and Merger Sub and their controlled Affiliates required under applicable Legal Requirements to be included in the Merger Proxy Statement as is reasonably requested by the Company.

More Definitions of Merger Proxy Statement

Merger Proxy Statement means the proxy statement to be furnished to Flamel’s shareholders in connection with the meeting of Flamel shareholders at which such shareholders will be asked to consider the Merger;

Merger Proxy Statement means the Proxy Statement (or if appropriate, Information Statement) of Purchaser referred to in Section 10.1, to be filed with the Commission and sent to Purchaser’s stockholders covering (a) the approval of the Merger Agreement and the issuance of the Merger Shares pursuant to the Plan of Merger, (b) the approval of the change of Purchaser’s corporate name to “Lander Co., Inc.” or another name designated by Seller, (c) the approval, if necessary, of a change of Purchaser’s auditors to KPMG, (d) the approval of an increase in the number of authorized shares of Purchaser Common Stock to not less than 100,000,000 shares, and (e) such other matters as are appropriate and necessary to consummate the transactions contemplated by this Agreement.

Merger Proxy Statement is defined in Section 4.4(a) of the Agreement. Merger Sub. “Merger Sub” is defined in the preamble to the Agreement.

Merger Proxy Statement has the meaning set forth in Section 4.3(c) hereof;