Common use of Preparation of Information Statement Clause in Contracts

Preparation of Information Statement. As soon as practicable after the execution of this Agreement, theglobe shall prepare, with the cooperation of the Company and the Sellers, an Information Statement (the "Information Statement") to be distributed to the Stockholders (other than the Sellers) which shall constitute a disclosure document for the offer and sale of the shares of theglobe Common Stock to be received by the Stockholders in the Merger. theglobe, the Company and each of the Sellers shall each use reasonable efforts to cause the Information Statement to comply with applicable federal and state securities laws. The Company agrees to provide promptly to theglobe such information concerning its business and financial statements and affairs and otherwise as, in the reasonable judgment of theglobe or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and the Company further agrees to cause its counsel and auditors to cooperate with theglobe's counsel and auditors in the preparation of the Information Statement. The Company and each of the Sellers will promptly advise theglobe orally and in writing if at any time prior to the Effective Time any of them shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained in or incorporated by reference therein not misleading or to comply with applicable law.

Appears in 2 contracts

Sources: Merger Agreement (Theglobe Com Inc), Merger Agreement (Theglobe Com Inc)

Preparation of Information Statement. As soon as practicable after the execution of this Agreement, theglobe the Company shall prepare, with the cooperation of the Company and the SellersParent, an Information Statement (for the "shareholders of the Company to approve the principal terms of this Agreement and the Merger. The Information Statement") to be distributed to the Stockholders (other than the Sellers) which Statement shall constitute a disclosure document for the offer and sale issuance of the shares of theglobe Parent Common Stock and Parent Preferred Stock to be received by the Stockholders holders of Company Capital Stock in the Merger. theglobe, Parent and the Company and each of the Sellers shall each use reasonable its best efforts to cause the Information Statement to comply in all material respects with applicable federal and state securities lawslaws requirements. The Each of Parent and the Company agrees to provide promptly to theglobe the other such information concerning its business and financial statements and affairs and otherwise as, in the reasonable judgment of theglobe the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and the Company further agrees to cause its counsel and auditors to cooperate with theglobethe other's counsel and auditors in the preparation of the Information Statement. The Company and each of the Sellers will promptly advise theglobe orally Parent and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time any of them either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained in or incorporated by reference therein not misleading or to comply with applicable law.reference

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Niku Corp)