Preparation of Proxy Statement. If required by applicable Law in order to consummate the Merger, the Company shall, as soon as practicable following the Acceptance Time, prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.
Preparation of Proxy Statement. Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent.
Preparation of Proxy Statement. (a) Subject to Section 6.3 below, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders' Meeting there sh...
Preparation of Proxy Statement. If the adoption of this Agreement by the stockholders of the Company is required under the DGCL in order to consummate the Merger, the Company shall, at Parent’s request, as soon as practicable following the acceptance for payment of, and payment for, shares by Purchaser in the Offer, prepare and file with the SEC a proxy or information statement (the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff, or any other government officials on the other hand with respect to the Proxy Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials. If at any time prior to the Company Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders and file with the SEC any such amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders unless it has first obtained the consent of Parent to such mailing, which consent shall not be unreasonably withheld.
Preparation of Proxy Statement. If a Company Shareholders' Meeting is required by applicable law in order to consummate the Merger, the Company shall prepare and file with the SEC the Proxy Statement as soon as reasonably practicable after Sub accepts for purchase Company Common Shares pursuant to the Offer, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to Parent promptly copies of all correspondence between the Company or any Representative of the Company and the SEC with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the Company, Parent and Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of Company Common Shares entitled to vote at the Company Shareholders' Meeting at the earliest practicable time.
Preparation of Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, ITI shall cause to be prepared and filed with the Securities and Exchange Commission a preliminary proxy statement relating to the Merger. SLC shall furnish all information concerning it and the holders of its capital stock as ITI may reasonably request in connection with the preparation thereof. ITI shall furnish a draft of the preliminary proxy statement and any proposed amendment or supplement thereto to SLC a reasonable time before its proposed filing date, and shall make such changes thereto prior to filing thereof as SLC shall reasonably request. Each of SLC and ITI shall use its reasonable best efforts to have the preliminary proxy statement cleared for use as promptly as practicable after such filing. As promptly as practicable after the Proxy Statement shall have been so cleared, ITI shall mail the Proxy Statement to its stockholders. ITI and its representatives shall allow SLC to participate in any substantive communication with the SEC.
(b) Each party to the Agreement hereby (i) consents to the use of its name and, on behalf of its Subsidiaries and affiliates, the names of such Subsidiaries and affiliates, and to the inclusion of financial statements and business information relating to such party and its Subsidiaries and affiliates (in each case, to the extent required by applicable securities laws) in the Proxy Statement, (ii) agrees to use its reasonable best efforts to obtain the written consent of any person or entity retained by it which may be required to be named (as an expert or otherwise) in such Proxy Statement (provided that reasonable best efforts, as used herein and elsewhere in this Agreement, shall not include expending money other than as is customary for professional advisors and reasonable expenses), (iii) agrees to cooperate, and agrees to use its reasonable efforts to cause its Subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the parties specified in clause (i) in connection with the preparation of any and all information required, as determined after consultation with each party's counsel, by applicable securities laws to be disclosed in any such Proxy Statement, and (iv) agrees to notify the other promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statemen...
Preparation of Proxy Statement. As promptly as reasonably practicable following the date hereof, Bannix and the Company shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of Bannix or the Company, as applicable), and the Company shall file with the SEC, the Proxy Statement (it being understood that the Proxy Statement shall include a proxy statement/prospectus of Bannix which will be included therein and which will be used for the Bannix Stockholders Meeting to adopt and approve the Bannix Stockholder Approval Matters and other matters or proposals reasonably related to the Bannix Stockholder Approval Matters, all in accordance with and as required by Bxxxxx’s Governing Documents, applicable Law, and any applicable rules and regulations of the SEC and Nasdaq). Each of the Company and Bannix shall use its reasonable best efforts to (a) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the others of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Proxy Statement in effect through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. Bannix, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for inclusion in any other statement, filing, notice or application made by or on behalf of Bannix to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Proxy Statement, then (i) such Party shall promptly inform, in the ca...
Preparation of Proxy Statement. LFC shall prepare, in cooperation with the Purchaser, the Proxy Statement and use its commercially reasonable efforts to obtain and furnish the information required to be included by it in the Proxy Statement, and respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to the holders of LFC's capital stock ("LFC's Stockholders") at the earliest practicable time following the execution of this Agreement. The Purchaser and its counsel shall be given reasonable opportunity to review and discuss with the Companies' counsel the Proxy Statement prior to its filing with the SEC, and shall be provided with any comments that LFC and its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt of such comments. If prior to the Closing any event shall occur which is required to be set forth in an amendment or a supplement to the Proxy Statement, LFC will promptly prepare and mail to LFC's Stockholders such an amendment or supplement, provided, however, that, with respect to any event or information relating to the Purchaser giving rise to such requirement, the Purchaser shall have notified the Companies thereof in a timely fashion.
Preparation of Proxy Statement. The Company shall promptly prepare and file with the SEC the Proxy Statement and shall use its best efforts to have such statement reviewed by the SEC and distributed to shareholders of the Company as soon as practicable after such filing. Buyer and Merger Subsidiary shall, cooperate with the Company in the preparation of the Proxy Statement and provide the Company with such information as the Company reasonably requests for preparation of and inclusion in the Proxy Statement.
Preparation of Proxy Statement. The Selling Fund will prepare a proxy statement (the "Proxy Statement") on Schedule 14A of the 1934 Act relating to the transactions contemplated by this Agreement. The Proxy Statement shall be in compliance with the 1933 Act, the 1934 Act and the 1940 Act, as applicable. Each party will provide the other party with the materials and information necessary to prepare the Proxy Statement of the Selling Fund (the "Proxy Materials"), for inclusion therein, in connection with the meeting of the Selling Fund Shareholders to consider the approval of this Agreement and the transactions contemplated herein.
