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 shall have the meaning set forth in Section 7.13(b).
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Seller Proxy Statement has the meaning set forth in Section 3.31(b).
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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 ascribed thereto in Section 4.30 hereof.
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Related to Seller Proxy Statement

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

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

  • Joint Proxy Statement shall have the meaning set forth in Section 6.3(a).

  • 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).

  • 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.

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

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

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

  • Public Disclosure Documents means, collectively, all of the documents which have been filed by or on behalf of the Purchaser in the 24 months prior to the date hereof with the relevant Securities Regulators pursuant to the requirements of Securities Laws and filed on SEDAR at xxx.xxxxx.xxx;

  • 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 Reports has the meaning set forth in Section 4.5(a).

  • 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.

  • 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.

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

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • SEC Filings has the meaning set forth in Section 4.6.

  • 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.

  • Public Filings has the meaning set forth in Section 6.1(c).

  • 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.

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

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

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

  • Disclosure Documents is defined in Section 5.3.