Preparation of Proxy Statement. As promptly as reasonably practicable following the Closing, but, in any case within sixty (60) days thereafter, ▇▇▇▇▇▇▇ shall file a preliminary proxy statement (the “Proxy Statement”) for a vote of its stockholders to approve the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”). The post-closing Company shall use its reasonable best efforts to (A) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmell, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Proxy Statement, then (1) such Party shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from the SEC or its staff that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Required Transaction Proposal.
Appears in 1 contract
Preparation of Proxy Statement. As promptly as reasonably practicable following the ClosingThe Company, butafter providing Parent with a reasonable opportunity to review and comment, in any case within sixty (60) days thereafter, ▇▇▇▇▇▇▇ shall prepare and file a preliminary proxy statement to be used in connection with the Company Shareholder Meeting (the “Proxy Statement”) for a vote with the SEC as soon as reasonably practicable following the date of its stockholders to approve the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”)this Agreement. The post-closing Company shall use its reasonable best efforts to (A) cause have the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated cleared by the SEC (including, with respect to as promptly as practicable after filing. The Company shall notify Parent promptly of the Company, the provision receipt of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) written or in response to any oral comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmellstaff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the CompanySEC or its staff, on the other hand, shall promptly furnish, or cause to be furnished, with respect to the other all information concerning Proxy Statement. The Company shall prepare written responses, after providing Parent with a reasonable opportunity to review and comment, with respect to such Party written comments. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. The Company and Parent shall each use its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after the date the SEC staff advises that it has no further comments thereon or Nasdaq in connection with that the transactions contemplated by this Agreement and Company may commence mailing the Ancillary DocumentsProxy Statement. If at any Party becomes aware time prior to the Company Shareholder Meeting there shall occur any event (including discovery of any information fact, circumstance or event by any party hereto) that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then (1) the party which discovers such Party information shall promptly inform, in notify the case of any Carmell Party, other parties hereto and the Company, or, in the case of the Company, Carmell thereof; (2) such Party Company shall promptly prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, mail to its shareholders such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement supplement, in each case to the extent required by applicable Law. Parent shall cooperate with the Company in the preparation of the Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon Statement or any amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from the SEC or its staff that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Required Transaction Proposalthereto.
Appears in 1 contract
Preparation of Proxy Statement. As promptly (a) The Company shall, as reasonably practicable following the Closingsoon as practicable, but, but in any case event within sixty thirty (6030) days thereafterafter the date hereof, ▇▇▇▇▇▇▇ shall prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy statement materials (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the “Proxy Statement”Exchange Act) for a vote of its stockholders relating to approve the issuance meeting of the holders of shares of Carmell Company Common Stock issuable upon conversion to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") (or, if requested by Merger Sub and applicable, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Carmell Series A Preferred Stock (Exchange Act, with all references herein to the “Required Transaction Proposal”). The post-closing Company Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use its commercially reasonable best efforts to respond to any comments of the SEC (Aafter providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company shall notify Merger Sub promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SEC (including, with respect thereunder applicable to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmell, on the one hand, and the Company, on solicitation of proxies for the other hand, Shareholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall promptly furnish, or cause to be furnished, furnish to the other all such information concerning such Party relating to it and its Representatives that affiliates and the Transactions and such further and supplemental information as may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Proxy Statement, then (1) such Party shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from the SEC or its staff that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Required Transaction Proposal.reasonably
Appears in 1 contract
Sources: Recapitalization Agreement and Plan of Merger (Equitrac Corporation)
Preparation of Proxy Statement. As promptly as reasonably practicable (a) Subject to Section 6.3 below, the Company shall, within 10 Business Days following the Closingacceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, but, in any case within sixty prepare and file (60after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) days thereafter, ▇▇▇▇▇▇▇ shall file a preliminary proxy statement materials (including a Schedule 13e-3 filing, if required to be filed under the “Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement”") for (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a vote of its stockholders proxy statement pursuant to approve Rule 14C under the issuance of Exchange Act, with all references herein to the shares of Carmell Common Stock issuable upon conversion of Proxy Statement being deemed to refer to such information statement, to the Carmell Series A Preferred Stock (extent applicable) with the “Required Transaction Proposal”). The post-closing Company SEC and shall use its reasonable best efforts to respond to any comments of the SEC (Aafter providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders' Meeting there shall occur any event that is required under the Exchange Act or by the SEC (including, with respect to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmell, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If any Party becomes aware of any information that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then (1) such Party the Company shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, mail to its stockholders such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statementsupplement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing provided that no such amendment or supplement to the Carmell StockholdersProxy Statement will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. Carmell shallThe Company and its counsel shall permit Parent, as soon as practicable following notification from Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or its staff that it has completed its review the Transactions.
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the preliminary proxy statement voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that it will not review the preliminary proxy statementCompany's Financial Advisor has, file and mail a definitive proxy statement for subject to the vote terms of its stockholders engagement letter with the Company, consented to approve the Required Transaction Proposalinclusion of references to its opinion in the Proxy Statement.
Appears in 1 contract
Sources: Merger Agreement (OCM Principal Opportunities Fund IV, LP)
Preparation of Proxy Statement. (a) Parent will promptly furnish to the Company such data and information relating to Parent and Merger Sub as the Company may reasonably request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain Company Stockholder Approval, and Parent and Merger Sub shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC.
(b) As promptly as reasonably practicable following after the Closingexecution of this Agreement, but, the Company shall prepare in any case within sixty (60) days thereafter, ▇▇▇▇▇▇▇ shall file preliminary form and cause to be filed with the SEC a preliminary proxy statement (Proxy Statement relating to the “Proxy Statement”) for a vote matters to be submitted to the holders of its stockholders to approve the issuance of the shares of Carmell Company Common Stock issuable upon conversion of at the Carmell Series A Preferred Stock (the “Required Transaction Proposal”)Company Stockholders Meeting. The post-closing Company shall use its reasonable best efforts to (A) cause will advise Parent promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Prior to the filing of the Proxy Statement (or any exhibits, amendments or supplements thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company shall provide Parent and its counsel a reasonable opportunity to review and to propose comments on such document or response and shall consider in good faith all of Parent’s comments or suggestions prior to filing the Proxy Statement or exhibits, amendments or supplements thereto or any response to any comments from the SEC, including any comment letters from the SEC.
(c) The Company agrees that as of the date of mailing to stockholders of the Company and at the time of the Company Stockholders Meeting, (i) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and (ii) none of the information supplied by the SEC (including, with respect to the Company, the provision of financial statements of, and Company or any other information with respect to, the Company Subsidiaries for all periods, and in the form, required to be included inclusion in the Proxy Statement (which shall be deemed to be all information set forth in the Proxy Statement, except for information provided by Parent for inclusion in the Proxy Statement), 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 light of the circumstances under Securities Laws which they were made, not misleading. Parent and Merger Sub agree that none of the information supplied by either of them or any of their Affiliates for inclusion in (after giving effect A) the Proxy Statement at the time such Proxy Statement or any amendment or supplement thereto is first mailed to any waivers received) or in response to any comments from stockholders of the SEC); Company and at the time such stockholders vote on approval of this Agreement and the Merger, and (B) promptly notify any Company Disclosure Letter other than the other Party ofCompany Proxy Statement, reasonably cooperate with each other with respect to and respond promptly to any comments at the time of the filing with the SEC of such Company Disclosure Letter or its staffany supplement or amendment thereto, and, at the time of any distribution or dissemination thereof to the Company’s stockholders, 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 light of the circumstances under which they were made, not misleading. CarmellIf at any time prior to the Effective Time, on the one hand, and any information relating to Parent or the Company, on or any of their respective Subsidiaries, Affiliates, officers or directors, should be discovered by Parent or the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If any Party becomes aware of any information Company that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then (1) so that 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 informnotify the Other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, in to the case of any Carmell Partyextent required by applicable Law, disseminated to the Company, or, in the case stockholders of the Company, Carmell thereof; .
(2d) such Party Parent and the Company shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement make all necessary filings with the SEC; and (4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement respect to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from Transactions under the SEC or its staff that it has completed its review of Securities Act and the preliminary proxy statement or that it will not review Exchange Act and applicable blue sky laws and the preliminary proxy statement, file rules and mail a definitive proxy statement for the vote of its stockholders to approve the Required Transaction Proposalregulations thereunder.
Appears in 1 contract
Sources: Merger Agreement (CSRA Inc.)
Preparation of Proxy Statement. As Parent shall prepare (with the Company’s reasonable cooperation) and, as promptly as reasonably practicable following the Closing, but, (but in any case within no event later than sixty (60) days thereafterBusiness Days) after the date hereof, ▇▇▇▇▇▇▇ shall file with the SEC a preliminary proxy statement to be sent to the stockholders of Parent relating to the Stockholders Meeting (the “Proxy Statement”) for a vote ); provided, that Parent shall not be in breach of its stockholders obligations under this Section 8.08 if its failure to approve the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”). The post-closing Company shall use its reasonable best efforts to (A) cause timely file the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect is due to the Company, the provision of financial statements of, and ’s failure to timely deliver any other required information with respect to, the Company for all periods, and in the form, required to be included inclusion in the Proxy Statement under Securities Laws (after giving effect including the delivery of the Required Financial Statements). Subject to applicable Law, and anything in this Agreement to the contrary notwithstanding, prior to the filing of the Proxy Statement (or any waivers received) amendment or in response supplement thereto), or any dissemination thereof to the stockholders of Parent, or responding to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other SEC with respect thereto, Parent shall provide the Company, Seller and their counsel with a reasonable opportunity to review such document or response, and Parent shall consider in good faith any comments proposed by the Company and Seller thereto. Parent shall use commercially reasonable efforts (with the reasonable assistance of the Company) to respond promptly to any comments from the SEC or the staff of the SEC with respect to the Proxy Statement (or any amendment or supplement thereto). Parent shall notify the Company and Seller promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Company and Seller with copies of all correspondence between the Parent and any of its staff. Carmellrepresentatives, on the one hand, and the CompanySEC or the staff of the SEC, on the other hand, shall promptly furnish, or cause to be furnished, with respect to the other all information concerning such Party and its Representatives that may be required Proxy Statement or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and Agreement. The Proxy Statement shall comply as to form in all material respects with the Ancillary Documentsrequirements of the Exchange Act. If at any Party becomes aware of time prior to the Stockholders Meeting (or any adjournment or postponement thereof) any information relating to any of the parties hereto, or any of their respective Affiliates, officers or directors, is discovered by Parent, the Company or Seller (in the case of the Company and Seller, solely with respect to the information supplied by the Company or Seller, as applicable) that should be disclosed set forth in an amendment or supplement to the Proxy StatementStatement so that the Proxy Statement would not include a 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, then (1) the party that discovers such Party information shall promptly inform, in notify the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare other parties hereto and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an appropriate amendment or supplement to Proxy Statement; (3) ▇▇▇▇▇▇▇ describing such information shall be promptly file such mutually agreed upon amendment or supplement filed by Parent with the SEC; and (4) the Parties shall reasonably cooperateSEC and, if appropriate, in promptly mailing such amendment or supplement to the Carmell Stockholdersextent required by applicable Law, disseminated to the stockholders of Parent. Carmell shall, Parent shall cause the definitive Proxy Statement to be mailed to Parent’s stockholders as soon promptly as reasonably practicable following notification from (and in any event no later than five (5) Business Days) after Parent is made aware of the resolution of any comments of the SEC or its the staff that it has completed its review of the SEC with respect to the preliminary proxy statement Proxy Statement (which resolution will be deemed to occur if the SEC has not affirmatively notified the Company prior to the end of the tenth (10th) calendar day after filing the preliminary Proxy Statement that the SEC will or that it will not review be reviewing the preliminary proxy statementProxy Statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Required Transaction Proposal“Clearance Date”).
Appears in 1 contract
Preparation of Proxy Statement. As promptly Schedule 13E-3; Stockholders Meeting.
(a) Each of the Company, Purchaser and Parent shall as reasonably soon as practicable following the Closingdate hereof prepare and file with the SEC the Schedule 13E-3 and the Company shall as soon as practicable following the date hereof prepare and file with the SEC the Proxy Statement in preliminary form, but, in any case within sixty (60) days thereafter, ▇▇▇▇▇▇▇ shall file a preliminary proxy statement (the “Proxy Statement”) for a vote of its stockholders to approve the issuance and each of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”). The post-closing Company and Purchaser shall use its reasonable best efforts to (A) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) respond as promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly as practicable to any comments of the SEC with respect thereto. Each of the Company, Purchaser and Parent shall notify the others promptly of the receipt of any comments from the SEC or its staff. Carmellstaff and of any request by the SEC or its staff for amendments or supplements to the Schedule 13E-3 and the Proxy Statement or for additional information and shall supply the others with copies of all correspondence between it or any of its representatives, on the one hand, and the CompanySEC or its staff, on the other hand, shall promptly furnish, or cause to be furnished, with respect to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement Schedule 13E-3 and the Ancillary DocumentsProxy Statement, as applicable. If at any Party becomes aware time prior to receipt of the Company Requisite Vote there shall occur any information event that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then (1) such Party the Company shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, mail to its stockholders such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to supplement. The Company shall not mail any Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon , or any amendment or supplement thereto, to which Purchaser reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with the SEC; and .
(4b) the Parties The Company shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from the SEC or its staff that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statementdate hereof, file duly call, give notice of, convene and mail hold a definitive proxy statement for the vote meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of seeking the approval by the holders of Common Stock of this Agreement and the Merger. The Proxy Statement shall include a description of the recommendations referred to approve in Section 3.03(b), and neither the Required Transaction ProposalCompany Board nor any committee thereof shall withdraw or modify, or propose to withdraw or modify such recommendations or related approval; provided, however, that the Company Board may determine to withdraw or modify such recommendations if the Company Board determines in good faith, after consulting with outside legal counsel and the Financial Advisor, that such withdrawal or modification necessary to do so to act in a manner consistent with its fiduciary duties to the Company's stockholders under applicable law. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the withdrawal or modification by either the Company Board or the Evaluation Committee of its approval or recommendation of this Agreement or the Merger.
(c) Purchaser and Parent shall cause all shares of Common Stock owned by it and all of its affiliates (other than the Company and the Company Subsidiaries) to be voted in favor of the approval of this Agreement and the Merger. Parent shall cause all shares of Purchaser Common Stock owned by Parent and persons comprising the Parent Group (other than the Company and the Company Subsidiaries) to be voted in favor of the approval of this Agreement and the Merger.
Appears in 1 contract
Sources: Merger Agreement (Coorstek Inc)
Preparation of Proxy Statement. As promptly as reasonably practicable (a) Subject to Section 6.3 below, the Company shall, within 10 Business Days following the Closingacceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, but, in any case within sixty prepare and file (60after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) days thereafter, ▇▇▇▇▇▇▇ shall file a preliminary proxy statement materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the “Proxy Statement”) for (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a vote of its stockholders proxy statement pursuant to approve Rule 14C under the issuance of Exchange Act, with all references herein to the shares of Carmell Common Stock issuable upon conversion of Proxy Statement being deemed to refer to such information statement, to the Carmell Series A Preferred Stock (extent applicable) with the “Required Transaction Proposal”). The post-closing Company SEC and shall use its reasonable best efforts to respond to any comments of the SEC (Aafter providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders’ Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. If at any time prior to the Stockholders’ Meeting there shall occur any event that is required under the Exchange Act or by the SEC (including, with respect to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmell, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If any Party becomes aware of any information that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then (1) such Party the Company shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, mail to its stockholders such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statementsupplement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing provided that no such amendment or supplement to the Carmell StockholdersProxy Statement will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be unreasonably withheld. Carmell shallThe Company and its counsel shall permit Parent, as soon as practicable following notification from Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement or its staff that it has completed its review the Transactions.
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the preliminary proxy statement voting members of the Company’s Board of Directors, subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and represents that it will not review the preliminary proxy statementCompany’s Financial Advisor has, file and mail a definitive proxy statement for subject to the vote terms of its stockholders engagement letter with the Company, consented to approve the Required Transaction Proposalinclusion of references to its opinion in the Proxy Statement.
Appears in 1 contract
Preparation of Proxy Statement. (a) Ryme▇, ▇▇rger Sub and Parent shall furnish to each other all information concerning such person or such person's business that is required by applicable Law to be included in the Proxy Statement. As promptly soon as reasonably practicable following after the Closingdate hereof, but, but in any case within sixty (60) days thereafterevent not later than April 25, 2001, Ryme▇ ▇▇▇ll prepare and file with the SEC (after providing Merger Sub and Parent with a reasonable opportunity to review and comment thereon) preliminary proxy materials relating to the Stockholders' Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement") and shall use its best efforts to promptly respond to any comments of the staff ("Staff") of the SEC (after providing Merger Sub and Parent with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to Ryme▇'▇ ▇▇▇ckholders as promptly as practicable after responding to all such comments to the satisfaction of the Staff. Ryme▇ ▇▇▇ll notify Merger Sub and Parent promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall file a preliminary proxy statement (the “Proxy Statement”) for a vote supply Merger Sub with copies of all correspondence between Ryme▇ ▇▇ any of its stockholders representatives, on the one hand, and the SEC, on the other hand, with respect to approve the issuance of Proxy Statement or the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”)Merger. The post-closing Company shall use its reasonable best efforts to (A) Ryme▇ ▇▇▇l cause the Proxy Statement to comply in all material respects with the applicable provisions of the 1934 Act and the rules and regulations promulgated by the SEC (including, with respect thereunder applicable to the Company, Proxy Statement and the provision solicitation of financial proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its affiliates to ensure that the statements of, regarding the parties hereto and any other information with respect to, the Company for all periods, their affiliates and in the form, required to be included such transactions contained in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmell, will not on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to date the Proxy Statement, then (1) such Party shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, such agreement not to be unreasonably withheld, conditioned Statement is mailed or delayed), an amendment or supplement to Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from the SEC or its staff that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Required Transaction Proposal.on
Appears in 1 contract
Preparation of Proxy Statement. As promptly (a) The Company shall, as reasonably practicable following the Closingsoon as practicable, but, but in any case event (assuming prompt compliance by the other parties with their obligations under this Section 7.02) within sixty thirty (6030) days thereafterafter the date hereof, ▇▇▇▇▇▇▇ shall prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy statement materials (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the “Exchange Act) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement”") for (or, if requested by Merger Sub and applicable, an information statement in lieu of a vote proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC (provided, that if the Proxy Statement is not filed within 30 days after the date of this Agreement, but the Company is using its stockholders to approve the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”). The post-closing Company shall use its reasonable best efforts to (A) cause the Proxy Statement to be promptly filed, it shall not be deemed a material breach of this Agreement by the Company). The Company shall thereafter use its commercially reasonable efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall notify Merger Sub promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will cause the Proxy Statement (other than portions relating to the Merger Sub or the Investor Group) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SEC (including, with respect thereunder applicable to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws and the solicitation of proxies for the Stockholders' Meeting (after giving effect including any requirement to any waivers received) amend or supplement the Proxy Statement). Merger Sub and the members of the Investor Group shall cooperate with the Company in response the preparation of the Proxy Statement, and without limiting the generality of the foregoing, each party shall promptly furnish to any comments from the SEC); other such information relating to it and (B) its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to party of any comments of the SEC or its staffchange in such information. Carmell, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, If at any time prior to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with Stockholders Meeting there shall occur any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If any Party becomes aware of any information event that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then (1) such Party the Company shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, mail to its stockholders such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statementsupplement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperateprovided, if appropriate, in promptly mailing that no such amendment or supplement to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from Proxy Statement will be made by the SEC or its staff that it has completed its Company without providing the Merger Sub a reasonable opportunity to review and comment thereon.
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the preliminary proxy statement voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof, and represents that it will not review the preliminary proxy statementCompany's Financial Advisor has, file and mail a definitive proxy statement for subject to the vote terms of its stockholders engagement letter with the Company, consented to approve the Required Transaction Proposalinclusion of references to its opinion in the Proxy Statement.
Appears in 1 contract
Sources: Recapitalization Agreement and Plan of Merger (Cornerstone Equity Investors Iv Lp)
Preparation of Proxy Statement. As promptly (a) The Company shall, as reasonably soon as practicable following the Closing(and if all other parties hereto comply with their obligations under this Section 7.02, but, in any case within sixty thirty (6030) days thereafterafter the date hereof), ▇▇▇▇▇▇▇ shall prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy statement materials (including, without limitation, a Schedule 13E-3 filing, if required to be filed under the “Exchange Act) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement”") for (or, if requested by Merger Sub and permitted by Law, an information statement in lieu of a vote of its stockholders proxy statement pursuant to approve Rule 14C under the issuance of Exchange Act, with all references herein to the shares of Carmell Common Stock issuable upon conversion of Proxy Statement being deemed to refer to such information statement, to the Carmell Series A Preferred Stock (extent applicable) with the “Required Transaction Proposal”). The post-closing Company SEC and shall use its commercially reasonable best efforts to respond to any comments of the SEC (Aafter providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall notify Merger Sub promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent or Merger Sub) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SEC (including, with respect thereunder applicable to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws and the solicitation of proxies for the Shareholders' Meeting (after giving effect including any requirement to any waivers received) amend or supplement the Proxy Statement). Merger Sub and Parent shall cooperate with the Company in response the preparation of the Proxy Statement, and without limiting the generality of the foregoing, each party shall furnish to any comments from the SEC); other such information relating to it and (B) its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to party of any comments of the SEC or its staffchange in such information. Carmell, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, If at any time prior to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with Shareholders Meeting there shall occur any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If any Party becomes aware of any information event that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then (1) such Party the Company shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, mail to its shareholders such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statementsupplement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperateprovided, if appropriate, in promptly mailing that no such amendment or supplement to the Carmell Stockholders. Carmell shallProxy Statement will be made by the Company without providing Merger Sub a reasonable opportunity to review and comment thereon.
(b) Unless the Board of Directors or the Special Committee determines in good faith, following consultation with its outside counsel as soon as practicable following notification from to legal matters, that its fiduciary duties require otherwise, the SEC or its staff that it has completed its review Company agrees to include in the Proxy Statement the unanimous recommendation of the preliminary proxy statement voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof, and represents that it will not review the preliminary proxy statementSpecial Committee Financial Advisor has, file and mail a definitive proxy statement for subject to the vote terms of its stockholders engagement letter with the Company, consented to approve the Required Transaction Proposalinclusion of references to its opinion in the Proxy Statement.
Appears in 1 contract
Sources: Merger Agreement (Mikasa Inc)
Preparation of Proxy Statement. As promptly soon as reasonably practicable following after the Closing, but, date of this Agreement (and in any case event, within sixty fifteen (6015) days thereafterBusiness Days hereof, ▇▇▇▇▇▇▇ assuming the Company has received all information from Parent as the Company has reasonably requested), the Company shall file prepare and shall cause to be filed with the SEC in preliminary form a preliminary proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) for a vote ). Except as expressly contemplated by Section 5.02(e), the Proxy Statement shall include the Company Board Recommendation. Each of its stockholders to approve Parent, Silk USA and Merger Sub will cooperate with the issuance Company in connection with the preparation of the shares Proxy Statement, including by furnishing to the Company the information relating to it and/or its Affiliates or Representatives reasonably requested by the Company or otherwise required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement promptly following any request therefor from the Company. The Company shall use its reasonable best efforts, assuming Parent’s compliance with its obligations under Section 6.01(b), to cause the Proxy Statement, at the date of Carmell Common Stock issuable upon conversion mailing to the Company’s stockholders, to comply as to form in all material respects with the provisions of the Carmell Series A Preferred Stock Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company shall not file the Proxy Statement, or any amendment or supplement thereto, without providing Parent, Silk USA, Merger Sub or their counsel a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the “Required Transaction Proposal”Company); provided, that, following a Change in Company Board Recommendation, the Company’s only obligation shall be to provide to Parent a copy of such filing, or amendment or supplement thereto, in advance of filing. The post-closing Company shall, promptly: (i) notify Parent of the receipt of any written or oral comments or substantive inquiries received by the Company from the SEC or the staff thereof related to the Proxy Statement or any request for additional information; and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff thereof, on the other hand, with respect to the Proxy Statement. The Company shall provide Parent, Silk USA, Merger Sub and their counsel with copies of any written comments or responses to be submitted by the Company in response to any comments or substantive inquiries from the SEC or the staff thereof and shall provide Parent, Silk USA and Merger Sub and their counsel a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company); provided, that, following a Change in Company Board Recommendation, the Company’s only obligation shall be to provide to Parent a copy of such written response in advance of submission to the SEC or its staff. The Company shall use its reasonable best efforts to (A) resolve, and each Party agrees to consult and cooperate with the other Parties and use reasonable best efforts in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to comply in all material respects with the applicable rules and regulations promulgated be cleared by the SEC (including, with respect to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) as promptly notify the other Party of, as reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmell, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Proxy Statement, then (1) such Party shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from the SEC or its staff that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Required Transaction Proposalfiling thereof.
Appears in 1 contract
Sources: Merger Agreement (Emagin Corp)
Preparation of Proxy Statement. As promptly (a) The Company, the Shareholders, Merger Sub, Parent and Saw Mill shall furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement (as reasonably practicable following herein defined). Under the Closingdirect control of the Special Committee, butthe Company shall, in any case within sixty as soon as practicable, prepare and file (60after providing Merger Sub with a reasonable opportunity to review and comment thereon) days thereafter, ▇▇▇▇▇▇▇ shall file a preliminary proxy statement materials (including, without limitation, a Schedule 13e-3 filing) relating to the “meeting of the holders of shares of Company Common Stock to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the "Proxy Statement”") for a vote of its stockholders to approve with the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”). The post-closing Company SEC and shall use its reasonable best efforts to respond to any comments of the SEC (Aafter providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Proxy Statement with the SEC any later than the date forty-five (45) days after the date hereof. The Company shall notify Merger Sub promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SEC (including, with respect thereunder applicable to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmell, on the one hand, and the Company, on solicitation of proxies for the other hand, Shareholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall promptly furnish, or cause to be furnished, furnish to the other all such information concerning such Party relating to it and its Representatives that affiliates and the Transactions and such further and supplemental information as may be required or reasonably requested in connection with by the other party. If at any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell time prior to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If Shareholders Meeting there shall occur any Party becomes aware of any information event that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then (1) such Party the Company shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, mail to its shareholders such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statementsupplement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperateprovided, if appropriate, in promptly mailing that no such amendment or supplement to the Carmell StockholdersProxy Statement will be made by the Company without providing the Merger Sub the reasonable opportunity to review and comment thereon and without the approval of Merger Sub, which approval shall not be unreasonably withheld. Carmell shallTo the extent practicable, as soon as practicable following notification from the Special Committee and its counsel shall permit Merger Sub and its counsel and the Company and its counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or its staff the Transactions; provided that it has completed its review in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the preliminary proxy statement content of all such communications and the participants involved therein.
(b) Subject to the provisions of Section 7.05 and Section 9.01, the Company agrees to include in the Proxy Statement the recommendation of the Company's Board of Directors, subject to any modification, amendment or that it will not review withdrawal thereof as provided in this Agreement. The Proxy Statement shall contain a copy of the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Required Transaction ProposalLehm▇▇ ▇▇▇nion.
Appears in 1 contract
Sources: Proxy Statement (Jason Inc)
Preparation of Proxy Statement. (a) (i) Parent will as promptly as practicable furnish to the Company such data and information relating to Parent and Merger Sub as the Company may reasonably request in writing for the purpose of including such data and information in, and to the extent required for inclusion in, the Proxy Statement and any amendments or supplements thereto, and (ii) Parent and Merger Sub shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC.
(b) As promptly as reasonably practicable following (and in no event, unless agreed in writing by Parent, later than twenty (20) Business Days) after the Closingexecution of this Agreement, butthe Company shall prepare the Proxy Statement in preliminary form and, subject to compliance in any case within sixty all material respects by Parent of clause (60i) days thereafterof Section 6.5(a) as of such time, ▇▇▇▇▇▇▇ shall file cause to be filed with the SEC a preliminary proxy statement (the “Proxy Statement”) for a vote of its stockholders to approve ; provided that the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”). The post-closing Company shall use reasonable efforts to cause such filing to be made within ten (10) Business Days after the date of this Agreement. The Company will promptly advise Parent promptly after it receives notice thereof, of any request by the SEC for amendment of, or comments on, the Proxy Statement and responses thereto or requests by the SEC for additional information and will promptly provide Parent with copies of all such comments, requests or responses and of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to (A) promptly respond to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, including filing any amendments or supplements to the Proxy Statement as may be necessary or advisable in order to address any comments or requests from the SEC or its staff, (B) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC and (including, C) have the Proxy Statement cleared (or deemed cleared) by the SEC as promptly as reasonably practicable after its initial filing in preliminary form and file the definitive proxy with respect the SEC. Prior to the filing of the Proxy Statement (whether in preliminary form or otherwise) or any amendment or supplement thereto with the SEC or any dissemination thereof to the stockholders of the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response responding to any comments from the SEC); and (B) promptly notify SEC or its staff with respect thereto, the Company or Parent, as applicable, shall provide the other Party ofparty with a reasonable opportunity to review and to propose comments on such document or response (and any draft thereof), reasonably cooperate with each other with respect which comments the Company or Parent, as applicable, shall consider in good faith and shall incorporate if reasonable; provided, however, that, notwithstanding the foregoing or anything to and respond promptly the contrary herein, the Proxy Statement (whether in preliminary form or otherwise) any amendment or supplement thereto, or in any response to any comments of the SEC or its staffstaff shall be reasonably acceptable in form and substance to Parent. Carmell, on the one hand, and None of the Company, on Parent or any of their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Proxy Statement unless it consults with the other hand, shall promptly furnish, or cause to be furnishedparty in advance and, to the other all information concerning such extent permitted by the SEC, allows the Other Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to participate.
(c) Subject to the SEC or Nasdaq in connection with applicable provisions of Section 6.4, the transactions contemplated by this Agreement and Company shall cause the Ancillary Documents. Proxy Statement to include the Company Board Recommendation.
(d) If at any Party becomes aware of time prior to the Company Stockholders Meeting, any information relating to Parent or the Company, or any of their respective Subsidiaries, Affiliates, officers or directors, should be discovered by Parent or the Company that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then (1) so that 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 inform, in notify the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Other Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such appropriate amendment or supplement to the Carmell Stockholders. Carmell shallProxy Statement shall be promptly prepared and filed by the Company with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company.
(e) Parent and the Company shall each make all necessary filings required by it with respect to the Transactions under the Securities Act and the Exchange Act and the rules and regulations thereunder, provided that, prior to making any such filing, Parent or the Company, as soon applicable, shall provide the other party with a reasonable opportunity to review and to propose comments on such document or response (and any draft thereof), which comments the Company or Parent, as practicable following notification from the SEC or its staff that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statementapplicable, file shall consider in good faith and mail a definitive proxy statement for the vote of its stockholders to approve the Required Transaction Proposalshall incorporate if reasonable.
Appears in 1 contract
Sources: Merger Agreement (SOC Telemed, Inc.)
Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the Closingexecution of this Agreement, but, in any case within sixty (60) days thereafter, ▇▇▇▇▇▇▇ the Company shall file a prepare and cause to be filed with the SEC preliminary proxy statement materials (the “"Proxy Statement”") for a vote the solicitation of approval of the shareholders of the Company of (i) the issuance by the Company of shares of Common Stock pursuant to, and purchase of shares of Common Stock by the exercise of, the Warrants, (ii) such other transactions contemplated hereby and pursuant to the Ancillary Documents as may reasonably require approval of the Company's shareholders (together with clause (i), the "Shareholder Approval"), (iii) the election of directors and (iv) such other matters as the Company and the Purchaser may reasonably agree. Subject to compliance by the Purchaser of its stockholders to approve covenants in this Section 5.1, the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”). The post-closing Company shall use its reasonable best efforts to (A) cause the Proxy Statement related thereto to materially comply in all material respects with applicable law and the applicable rules and regulations promulgated by the SEC (includingSEC, with respect to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmell, on the one hand, staff and the Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to the Company, on 's shareholders as promptly as practicable. Each of the other hand, parties hereto shall promptly furnish, or cause to be furnished, furnish to the other party all information concerning such Party itself, its shareholders and its Representatives Affiliates that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents5.1. If any Party event relating to any party occurs, or if any party becomes aware of any information information, that should be disclosed in an amendment or supplement to the Proxy Statement, then (1) such Party party shall promptly inform, inform the other thereof and shall cooperate with each other in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) filing such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperateSEC and, if appropriate, in promptly mailing such amendment or supplement to the Carmell Stockholdersshareholders of the Company. Carmell shall, as soon as practicable following notification from The Proxy Statement shall include the SEC recommendations of the Board of Directors of the Company in favor of the exercise of the Warrant and the transactions contemplated hereby and thereby.
(b) Each of the Company and the Purchaser agrees with respect to the information to be supplied by such party that: (i) none of the information to be supplied by such party or its staff that it has completed its review Affiliates for inclusion in the Proxy Statement will, at the time the Proxy Statement is mailed to the shareholders of the preliminary proxy Company, or as of the Shareholders Vote, contain any untrue statement of a material fact or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders omit to approve the Required Transaction Proposal.state any material fact required to be
Appears in 1 contract
Sources: Investment Agreement (Valuevision International Inc)
Preparation of Proxy Statement. As promptly The Company, in consultation with Parent, shall prepare and file a proxy statement (together with any amendments or supplements thereto, and any other filings under the Exchange Act required in connection with the Merger, the “Proxy Statement“) with the SEC as soon as reasonably practicable following the Closing, but, in any case within sixty (60) days thereafter, ▇▇▇▇▇▇▇ shall file a preliminary proxy statement (the “Proxy Statement”) for a vote date of its stockholders to approve the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”)this Agreement. The post-closing Company shall use its reasonable best efforts to (A) cause have the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated cleared by the SEC (including, with respect to as promptly as practicable after filing. The Company shall notify Parent promptly of the Company, the provision receipt of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) written or in response to any oral comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmellstaff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the CompanySEC or its staff, on the other hand, shall promptly furnish, or cause to be furnished, with respect to the other all information concerning such Party and its Representatives that may be required Proxy Statement or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement Agreement. The Company shall consult with Parent and prepare written responses with respect to such written comments. No amendment or supplement to the Ancillary DocumentsProxy Statement shall be made, and no correspondence filed with the SEC with respect thereto, by the Company without the consent of Parent. The Company will advise Parent promptly after it receives notice that the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. To the extent permitted by Law, the Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SEC. If at any Party becomes aware time prior to the Company Stockholder Meeting there shall occur any event (including discovery of any information fact, circumstance or event by any party hereto) that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then (1) the party which discovers such Party information shall promptly inform, in notify the case of any Carmell Party, other parties hereto and the Company, or, in the case of the Company, Carmell thereof; (2) such Party Company shall promptly prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, mail to its stockholders such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement supplement, in each case to the extent required by applicable Law. Parent shall cooperate with the Company in the preparation of the Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon Statement or any amendment or supplement with thereto, including by providing such information as the SEC; and (4) Company may reasonably request for inclusion in the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from the SEC or its staff that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Required Transaction ProposalProxy Statement.
Appears in 1 contract
Sources: Merger Agreement (Pediatric Services of America Inc)
Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following the Closingexecution of this Agreement, but, in any case within sixty (60) days thereafter, ▇▇▇▇▇▇▇ the Company shall prepare and file with the SEC a preliminary proxy statement (as amended and supplemented, the “Proxy Statement”) for a vote in connection with the meeting of its stockholders to approve the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock shareholders (the “Required Transaction ProposalShareholders Meeting”)) to consider the Merger. The post-closing Company shall use its reasonable best efforts to (A) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect respond to any waivers received) or in response to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any written comments of the SEC or its staff, and, to the extent permitted by law, to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. CarmellThe Company shall notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Buyer with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the CompanySEC or its staff, on the other hand, shall promptly furnish, or cause to be furnished, with respect to the other all information concerning such Party and its Representatives that may be required Proxy Statement or reasonably requested in connection with the Merger. If at any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell time prior to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If Shareholders Meeting there shall occur any Party becomes aware of any information event that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then (1) such Party the Company shall promptly inform, in the case of any Carmell Partyinform Buyer. In such event, the Company, orwith the cooperation of Buyer and Merger Sub, in the case of the Company, Carmell thereof; (2) such Party shall will promptly prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, mail to its shareholders such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to supplement. Buyer shall cooperate with the Company in the preparation of the Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon Statement or any amendment or supplement thereto and shall furnish the Company with all information required to be included therein with respect to Buyer or Merger Sub. Buyer and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement, any amendment or supplement thereto, and any such correspondence prior to its filing with the SEC; SEC or dissemination to the Company’s shareholders.
(b) The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of this Agreement and the Merger, provided that the Board of Directors of the Company may withdraw such recommendation pursuant to Section 7.3(b).
(4c) Without limiting the Parties generality of the foregoing, each of the parties shall reasonably cooperatecorrect promptly any information provided by it to be used specifically in the Proxy Statement, if appropriaterequired, that shall have become false or misleading in promptly mailing such any material respect and shall take all reasonable steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the Carmell Stockholders. Carmell shall, Proxy Statement so as soon to correct the same and to cause the Proxy Statement as practicable following notification from so corrected to be disseminated to the SEC or its staff that it has completed its review shareholders of the preliminary proxy statement or that it will not review Company, in each case to the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Required Transaction Proposalextent required by applicable law.
Appears in 1 contract
Preparation of Proxy Statement. As promptly (a) The Company shall, as reasonably practicable following the Closingsoon as practicable, but, but in any case event (assuming prompt compliance by the other parties with their obligations under this Section 7.02) within sixty thirty (6030) days thereafterafter the date hereof, ▇▇▇▇▇▇▇ shall prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy statement materials (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the “Proxy Statement”Exchange Act) for a vote of its stockholders relating to approve the issuance meeting of the holders of shares of Carmell Company Common Stock issuable upon conversion to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT") (or, if requested by Merger Sub and applicable, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Carmell Series A Preferred Stock Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC (provided, that if the “Required Transaction Proposal”). The post-closing Proxy Statement is not filed within 30 days after the date of this Agreement, but the Company shall use is using its reasonable best efforts to (A) cause the Proxy Statement to be promptly filed, it shall not be deemed a material breach of this Agreement by the Company). The Company shall thereafter use its commercially reasonable efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall notify Merger Sub promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will cause the Proxy Statement (other than portions relating to the Merger Sub or the Investor Group) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated by the SEC (including, with respect thereunder applicable to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws and the solicitation of proxies for the Stockholders' Meeting (after giving effect including any requirement to any waivers received) amend or supplement the Proxy Statement). Merger Sub and the members of the Investor Group shall cooperate with the Company in response the preparation of the Proxy Statement, and without limiting the generality of the foregoing, each party shall promptly furnish to any comments from the SEC); other such information relating to it and (B) its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to party of any comments of the SEC or its staffchange in such information. Carmell, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, If at any time prior to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with Stockholders Meeting there shall occur any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If any Party becomes aware of any information event that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then (1) such Party the Company shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, mail to its stockholders such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statementsupplement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperatePROVIDED, if appropriate, in promptly mailing that no such amendment or supplement to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from Proxy Statement will be made by the SEC or its staff that it has completed its Company without providing the Merger Sub a reasonable opportunity to review and comment thereon.
(b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the preliminary proxy statement voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof, and represents that it will not review the preliminary proxy statementCompany's Financial Advisor has, file and mail a definitive proxy statement for subject to the vote terms of its stockholders engagement letter with the Company, consented to approve the Required Transaction Proposalinclusion of references to its opinion in the Proxy Statement.
Appears in 1 contract
Sources: Recapitalization Agreement and Plan of Merger (Westaff Inc)