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;
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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;
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Examples of Merger Proxy Statement in a sentence

  • 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.

  • For clarity, the representations and warranties in this Section 4.5 will not apply to statements or omissions included or incorporated by reference in the Offer Documents, the Merger Proxy Statement (and any amendment or supplement thereto), if applicable, or the Schedule 14D-9 based upon information supplied to Parent or Purchaser by the Company or any of its Representatives on behalf of the Company specifically for inclusion therein.

  • The Merger Proxy Statement shall include the Company Board Recommendation, unless the Board of Directors has made a Company Adverse Change Recommendation in compliance with Section 5.1. The Merger Proxy Statement shall include (i) the fairness opinion of the Company’s financial advisors referenced in Section 2.24, (ii) the notice of the Company Stockholder Meeting and (iii) the notice and other information required by Section 262(d) of the DGCL.

  • In connection with the foregoing, the Company shall file the definitive Merger Proxy Statement with the SEC and cause the definitive Merger Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Company Stockholder Meeting as reasonably promptly as practicable and in any event within four (4) business days after the SEC Clearance Date.

  • The Company shall give Parent and its counsel 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 the other Party or its counsel.

  • 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 supplements or amendments 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.

  • In such event, Brooklyn Bancorp shall cooperate with Investors Bancorp in the preparation of a supplement or amendment to such Merger Proxy Statement that corrects such misstatement or omission, and Brooklyn Bancorp shall file an amended Merger Proxy Statement with the SEC, and Brooklyn Bancorp shall mail an amended Merger Proxy Statement to the Brooklyn Bancorp shareholders.

  • Each of Investors Bancorp and Brooklyn Bancorp agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Merger Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Brooklyn Bancorp Common Stock entitled to vote at the Brooklyn Bancorp Shareholders Meeting hereof at the earliest practicable time.

  • 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.

  • Brooklyn Bancorp shall file the Merger Proxy Statement with the SEC.


More Definitions of Merger Proxy Statement

Merger Proxy Statement shall have the meaning ascribed to it in Section 5.4.
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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.
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Merger Proxy Statement has the meaning set forth in Section 4.3(c) hereof;
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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.
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Related to Merger Proxy Statement

  • Proxy Statement has the meaning set forth in Section 6.03(a).

  • Joint Proxy Statement has the meaning set forth in Section 6.03(a).

  • Company Proxy Statement has the meaning set forth in Section 3.5.

  • Joint Proxy Statement/Prospectus has the meaning set forth in Section 6.1(a).

  • Proxy Statement/Prospectus has the meaning set forth in Section 6.03(a).

  • Schedule 14D-9 has the meaning set forth in Section 1.02(a).

  • Information Statement means the information statement to be made available to the holders of Parent Shares in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

  • Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering the offer of shares of NBT Common Stock to be offered to holders of CNB Common Stock in connection with the Merger.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Stockholders Meeting shall have the meaning set forth in Section 6.2(c).

  • Stockholder Meeting means each annual or special meeting of stockholders of the Company, or any action by written consent of the Company’s stockholders in lieu thereof, and any adjournment, postponement, rescheduling, continuation or meeting held in lieu thereof;

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.

  • Schedule 13E-3 has the meaning specified in Section 4.2(a).

  • Form 10 means the registration statement on Form 10 filed by SpinCo with the SEC to effect the registration of SpinCo Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Shareholders Meeting has the meaning provided in Section 6.3.

  • Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.

  • Offer Documents has the meaning set forth in Section 1.01(h).

  • Shareholder Meeting means an annual general meeting of shareholders or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company.

  • Holders’ Meeting means a meeting among the Holders held in accordance with Clause 17 (Holders’ Meeting).

  • Noteholders’ Meeting means a meeting among the Noteholders held in accordance with Clause 16 (Noteholders’ Meeting).

  • Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

  • Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

  • Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.