Definitive Proxy Materials Sample Clauses

Definitive Proxy Materials. First National/Polk shall prepare a proxy statement which shall consist of the First National/Polk definitive proxy materials relating to the Special First National/Polk Meeting (the "Proxy Statement"). The Proxy Statement shall contain the affirmative recommendation of the Board of Directors of First National/Polk in favor of the adoption of this Agreement and the approval of the Merger. CBF shall provide to First National/Polk such information and assistance in connection with the preparation of the Proxy Statement as First National/Polk may reasonably request. First National/Polk shall not be liable for any untrue statement of a material fact or omission to state a material fact in the Proxy Statement made in reliance upon, or in conformity with, information furnished to First National/Polk by CBF for use therein. In connection with the Special First National/Polk Meeting, the Parties shall file the proxy statement with such Regulatory Agencies as may be required by law in order for such materials to be furnished to First National/Polk shareholders in connection with such meeting.
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Definitive Proxy Materials. Community National Bank shall prepare a proxy statement which shall consist of the Community National Bank definitive proxy materials relating to the Special Community National Bank Meeting (the "Proxy Statement"). The Proxy Statement shall contain the affirmative recommendation of the Board of Directors of Community National Bank in favor of the adoption of this Agreement and the approval of the Merger. CBF shall provide to Community National Bank such information and assistance in connection with the preparation of the Proxy Statement as Community National Bank may reasonably request. Community National Bank shall not be liable for any untrue statement of a material fact or omission to state a material fact in the Proxy Statement made in reliance upon, or in conformity with, information furnished to Community National Bank by CBF for use therein. In connection with the Special Community National Bank Meeting, the Parties shall file the proxy statement with such Regulatory Agencies as may be required by law in order for such materials to be furnished to Community National Bank shareholders in connection with such meeting.
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Definitive Proxy Materials. First National/Osceola shall prepare a proxy statement which shall consist of the First National/Osceola definitive proxy materials relating to the Special First National/Osceola Meeting (the "Proxy Statement"). The Proxy Statement shall contain the affirmative recommendation of the Board of Directors of First National/Osceola in favor of the adoption of this Agreement and the approval of the Merger. CBF shall provide to First National/Osceola such information and assistance in connection with the preparation of the Proxy Statement as First National/Osceola may reasonably request. First National/Osceola shall not be liable for any untrue statement of a material fact or omission to state a material fact in the Proxy Statement made in reliance upon, or in conformity with, information furnished to First National/Osceola by CBF for use therein. In connection with the Special First National/Osceola Meeting, the Parties shall file the proxy statement with such Regulatory Agencies as may be required by law in order for such materials to be furnished to First National/Osceola shareholders in connection with such meeting.
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Definitive Proxy Materials. None of the information supplied or to be supplied by I-trax for inclusion or incorporation by reference in (i) the Definitive Proxy Materials, or (ii) any other documents to be filed with the SEC in connection with the transactions contemplated hereby will, at the respective times such documents are filed, and, in the case of the Definitive Proxy Materials, when it is delivered to I-trax Stockholders cause the Definitive Proxy Materials or such other documents to contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading. All documents that I-trax is responsible for filing with the SEC and any other regulatory agency in connection with the transactions contemplated by this Agreement will comply as to form in all material respects with the provisions of applicable law and any applicable rules or regulations thereunder. I-trax, however, makes no representation with respect to statements made in the documentation referenced in this Section 3(cc) based on information supplied by CHDM. The offer and sale by I-trax of the I-trax Common Shares and I-trax Preferred Shares pursuant to this Agreement will be exempt from registration under the Securities Act and the applicable state securities laws, or if not exempt under applicable state securities laws, I-trax will take such steps as are required to register such shares in compliance with the applicable state securities laws.
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Definitive Proxy Materials. None of the information that Parent or Acquisition Sub will supply specifically for use in the Definitive Proxy Materials will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
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Definitive Proxy Materials. None of the information supplied or to be supplied by CHDM for inclusion or incorporation by reference in (i) the Definitive Proxy Materials, or (ii) any other documents to be filed with the SEC in connection with the transactions contemplated hereby will, at the respective times such documents are filed, and, in the case of the Definitive Proxy Materials, when it is delivered to CHDM Stockholders, cause the Definitive Proxy Materials or such othe documents to contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein not misleading.
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Related to Definitive Proxy Materials

  • Proxy Materials The Custodian shall deliver, or cause to be delivered promptly, to the Fund proxy forms, notices of meeting, and any other notices or announcements materially affecting or relating to Investments received by the Custodian or any nominee.

  • Reports; Proxy Materials (i) PFPC Trust shall furnish to the Fund the following reports: (A) such periodic and special reports as the Fund may reasonably request; (B) a monthly statement summarizing all transactions and entries for the account of the Fund, listing each portfolio security belonging to the Fund (with the corresponding security identification number) held at the end of such month and stating the cash balance of the Fund at the end of such month. (C) the reports required to be furnished to the Fund pursuant to Rule 17f-4 of the 1940 Act; and (D) such other information as may be agreed upon from time to time between the Fund and PFPC Trust. (ii) PFPC Trust shall transmit promptly to the Fund any proxy statement, proxy material, notice of a call or conversion or similar communication received by it as custodian of the Property. PFPC Trust shall be under no other obligation to inform the Fund as to such actions or events. For clarification, upon termination of this Agreement PFPC Trust shall have no responsibility to transmit such material or to inform the Fund or any other person of such actions or events.

  • Definitive Documentation (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, the Plan Sponsors, and Honeywell, except as otherwise set forth herein, (ii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iii) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (iv) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (v) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock; (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

  • Preparation of Proxy Statement As promptly as practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document 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 that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

  • Preparation of the Proxy Statement; Stockholders Meeting (a) As promptly as practicable following the date of this Agreement, the Company and Parent shall prepare and file with the SEC the Proxy Statement and the Company shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable following the date of this Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving Parent's approval, which approval shall not be unreasonably withheld or delayed. (b) The Company shall, as promptly as practicable following the date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Stockholder Approval, regardless of whether an Adverse Recommendation Change has occurred at any time after the date of this Agreement. The Company shall use its reasonable best efforts to cause the Stockholders Meeting to be held as promptly as practicable following the date of this Agreement. The Company shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement, and shall include such recommendation in the Proxy Statement, in each case subject to its rights under Section 4.02(b)(i). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Takeover Proposal.