Seller Proxy Statement definition

Seller Proxy Statement has the meaning set forth in Section 5.4(a).
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Seller Proxy Statement means a proxy statement or information statement, and related documents and instruments, of Seller to be filed with the SEC in connection with the transactions contemplated hereby, and any amendments thereto or supplements thereto, in order to seek the Requisite Shareholder Vote.
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Seller Proxy Statement shall have the meaning ascribed thereto in Section 3.8 hereof.
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Examples of Seller Proxy Statement in a sentence

  • The Seller Proxy Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

  • Stockholder hereby consents to the disclosure in the Seller Proxy Statement and, if required by applicable Law or the SEC or any other securities authorities, any other documents or communications provided by Buyer or Stockholder to any Governmental Entity or to the Stockholders of the Company, of such Stockholder’s identity and beneficial ownership of the Seller’s common stock and the nature of such Stockholder’s commitments under this Agreement and a copy of this Agreement.

  • Subject to Section 5.5(c), the Information Statement and the Seller Proxy Statement shall include the unqualified recommendation of the Board of Directors of Seller in favor of adoption of this Agreement and approval of the Asset Purchase and the conclusion of the Board of Directors of Seller that the terms and conditions of this Agreement and the Asset are fair, just, reasonable, equitable, advisable and in the best interests of Seller and its stockholders.

  • Notwithstanding the foregoing, no representation or warranty is made by Seller with respect to statements made or incorporated by reference therein based on information supplied by Buyer expressly for inclusion or incorporation by reference in the Seller Proxy Statement.

  • Once the Seller Proxy Statement has been filed with the SEC, Seller shall not postpone or adjourn the Seller Shareholders Meeting without the consent of Parent (other than: (A) in order to obtain a quorum of its shareholders; or (B) to allow reasonable additional time after the filing and mailing of any supplemental or amended disclosures to the Seller Proxy Statement for compliance with applicable legal requirements).

  • Except to the extent that the Company Board shall have effected a Seller Adverse Recommendation Change as permitted by Section 6.03 hereof, the Seller Proxy Statement shall include the Seller Board Recommendation.

  • Once the Seller Stockholders Meeting has been called and noticed, Seller shall not postpone or adjourn the Seller Stockholders Meeting without the consent of Buyer (other than (x) in order to obtain a quorum of its stockholders or (y) to allow reasonable additional time after the filing and mailing of any supplemental or amended disclosures to the Seller Proxy Statement for compliance with applicable legal requirements).

  • If at any time prior to the Closing Date any event relating to Seller or any of its Affiliates, officers or directors should be discovered by Seller which is required to be set forth in a supplement to the Permit Application or Seller Proxy Statement, Seller shall promptly inform Parent and Buyer.

  • Except to the extent that the Seller Board shall have effected an Adverse Recommendation Change as permitted by Section 6.03 hereof, the Seller Proxy Statement shall include the Seller Board Recommendation.

  • The Seller Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.


More Definitions of Seller Proxy Statement

Seller Proxy Statement has the meaning set forth in Section 3.31(b).
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Seller Proxy Statement means the letter to the Shareholders, notice of Shareholder Meeting, proxy statement, and forms of proxy to be filed with the SEC in connection with the Contemplated Transactions.
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Seller Proxy Statement shall have the meaning ascribed thereto in Section 5.04(a) hereof.
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Seller Proxy Statement shall have the meaning set forth in Section 7.13(b).
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Related to Seller Proxy Statement

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

  • Information Statement has the meaning set forth in Section 6.6.

  • Offer Documents shall have the meaning set forth in Section 2.1(b).

  • Public Disclosure Documents means, collectively, all of the documents which have been filed by or on behalf of the Borrower with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents publicly available on the Borrower’s SEDAR profile.

  • 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.

  • Disclosure Statement means the written disclosure statement that relates to this Plan, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017, as such disclosure statement may be amended, modified or supplemented from time to time.

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

  • Interim Prospectus Supplement means the prospectus supplement relating to the Shares prepared and filed pursuant to Rule 424(b) from time to time as provided by Section 4(x) of this Agreement.

  • Stockholder Meeting has the meaning set forth in Section 6.1.

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Disclosure Documents is defined in Section 5.3.