Preparation of Proxy Statement; Stockholders Meeting. (a) Form S-4 and Proxy Statement. As soon as practicable following the date of this Agreement, (i) UTG and Acap will jointly prepare a proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the holders of Acap Common Stock relating to the meeting of such holders (the “Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) UTG shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as amended or supplemented from time to time, the “Form S-4”), in which the Proxy Statement will be included as a prospectus, in connection with the registration under the 1933 Act of UTG Common Stock to be issued in the Merger. UTG will, as promptly as practicable after receipt thereof, provide Acap copies of any written comments and advise Acap of any oral comments with respect to the Form S-4 received from the SEC. The Parties will cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement or the Form S-4 prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision in this Agreement to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement or the Form S-4 will be made without the approval of both Parties, which approval will not be unreasonably withheld or delayed; provided that with respect to documents filed by UTG which are incorporated by reference in the Form S-4 or the Proxy Statement, this right of approval will apply only with respect to information relating to Acap or its business, financial condition or results of operations. UTG and Acap will use their respective reasonable best efforts to have the Form S-4 declared effective under the 1933 Act as promptly as practicable after such filing, keep the Form S-4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the 1933 Act. Acap will use its reasonable best efforts to cause the Proxy Statement to be mailed to Acap’s stockholders as promptly as practicable after the Form S-4 is declared effective under the 1933 Act. UTG shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of UTG Common Stock pursuant to this Agreement and Acap will furnish all information concerning Acap and the holders of Acap Common Stock as may be reasonably requested in connection with any such action. UTG will advise Acap, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of UTG Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to Acap or UTG, or any of their respective Affiliates, officers or directors, should be discovered by Acap or UTG which should be set forth in an amendment or supplement to the Form S-4, or the Proxy Statement included in the Form S-4, 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 and the Parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable law, in the disseminating the information contained in such amendment or supplement to the stockholders of Acap.
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Sources: Merger Agreement (Utg Inc)
Preparation of Proxy Statement; Stockholders Meeting. (a) Form S-4 and Proxy Statement. As soon promptly as reasonably practicable following the date of this Agreementhereof, (i) UTG MUSE and Acap will jointly prepare a proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the holders of Acap Common Stock relating to the meeting of such holders (the “Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) UTG AVS shall prepare and file with the Securities SEC mutually acceptable proxy materials which shall constitute the Proxy Statement/ Prospectus (such proxy statement/prospectus, and Exchange Commission (any amendments or supplements thereto, the “SEC”"Proxy Statement/Prospectus") and MUSE shall prepare and file a registration statement on Form S-4 (as amended or supplemented from time to time, the “"Form S-4”") with respect to the issuance of MUSE Common Stock in the Merger (the "Share Issuance"), in which the . The Proxy Statement Statement/Prospectus will be included in and will constitute a part of the Form S-4 as a MUSE's prospectus, . The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in connection all material respects with the registration under applicable provisions of the 1933 Securities Act and the Exchange Act and the rules and regulations thereunder. Each of UTG Common Stock MUSE and AVS shall use reasonable best efforts to be issued in have the MergerForm S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. UTG willMUSE and AVS shall, as promptly as practicable after receipt thereof, provide Acap the other party copies of any written comments and advise Acap the other party of any oral comments comments, with respect to the Form S-4 Proxy Statement/Prospectus received from the SEC. The Parties MUSE will cooperate and provide the other AVS with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement or the Form S-4 prior to filing such with the SEC, and will provide each other AVS with a copy of all such filings made with the SEC. Notwithstanding any other provision in this Agreement herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement Statement/Prospectus or the Form S-4 will be made without the approval of both Parties, which approval will not be unreasonably withheld or delayed; provided that with respect to documents filed by UTG which are incorporated by reference in the Form S-4 or the Proxy Statement, this right of approval will apply only with respect to information relating to Acap or its business, financial condition or results of operations. UTG and Acap will use their respective reasonable best efforts to have the Form S-4 declared effective under the 1933 Act as promptly as practicable after such filing, keep the Form S-4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the 1933 Act. Acap will use its reasonable best efforts to cause the Proxy Statement to be mailed to Acap’s stockholders as promptly as practicable after the Form S-4 is declared effective under the 1933 Act. UTG shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of UTG Common Stock pursuant to this Agreement and Acap will furnish all information concerning Acap and the holders of Acap Common Stock as may be reasonably requested in connection with any such action. UTG will advise Acap, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of UTG Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to Acap or UTG, or any of their respective Affiliates, officers or directors, should be discovered by Acap or UTG which should be set forth in an amendment or supplement to the Form S-4, or the Proxy Statement included in the Form S-4, 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 and the Parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable law, in the disseminating the information contained in such amendment or supplement to the stockholders of Acap.
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