Proxy Material Clause Samples

Proxy Material. (a) The Company and Newco shall together, or pursuant to an allocation of responsibility to be agreed upon between them: (i) prepare and file with the SEC as soon as is reasonably practicable the Proxy Statement and shall use their reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act; and (ii) cooperate with one another in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated herein. (b) Subject to the limitations contained in Section 5.02, the Company and Newco shall each furnish to one another and to one another's counsel all such information as may be required in order to effect the foregoing actions and each represents and warrants to the other that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading. (c) The Company shall cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the date hereof. (d) The Company shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Meeting") for the purpose of obtaining the Company Stockholder Approval and, subject to its rights to terminate this Agreement pursuant to Section 7.01, shall, through its Board of Directors, recommend to its stockholders the adoption of this Agreement, the Merger and the other transactions contemplated hereby.

Proxy Material. None of the information supplied or to be supplied by the Company or any of its affiliates or representatives for inclusion, or included or incorporated by reference, in (i) the Definitive Proxy Material or (ii) any other documents to be filed with the SEC or any other regulatory agency in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and, in the case of the Definitive Proxy Material or any amendment thereof or supplement thereto, at the time of the Company Stockholders Meeting or at the time of mailing of the Definitive Proxy Material to stockholders of the Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Company Stockholders Meeting. The Definitive Proxy Material and any amendment thereof or supplement thereto will comply as to form in all material respects with the provisions of the Exchange Act.

Proxy Material. In connection with the Stockholders’ Meeting, the Company will promptly prepare and file with the SEC a proxy statement (as it may be amended or supplemented from time to time, the “Proxy Statement”) related to the consideration of the Proposal at the Stockholders’ Meeting, prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as otherwise required by law, mail to its stockholders within the timeframe required by rules and regulations of the SEC the Proxy Statement and all other customary proxy or other materials for meetings such as the Stockholders’ Meeting and otherwise use commercially reasonable efforts to comply with all requirements of law applicable to any Stockholders’ Meeting. The Proxy Statement shall include the recommendation of the Board that stockholders vote in favor of the adoption of the Proposal at the Stockholders’ Meeting.

Proxy Material. The Company shall prepare and, subject to the prior consent of Transworld, file with the SEC preliminary proxy material relating to the transactions contemplated by this Agreement (the "Preliminary Proxy Material") as soon as reasonably practicable. The Company shall use its best efforts to respond to the comments of the SEC, provide a copy of all amended Preliminary Proxy Material to Transworld, file such amended Preliminary Proxy Material with the SEC with Transworld's prior consent, and cause the Definitive Proxy Material to be mailed to the stockholders of the Company. Each of the Company, Newco, and Transworld shall notify the other parties promptly of the receipt of any comments of the SEC and of any request by the SEC for amendments or supplements to the Preliminary Proxy Material or the Definitive Proxy Material, or for additional information. Each of the Company, Newco, and Transworld shall supply the other parties with copies of all correspondence with the SEC with respect to any of the foregoing filings. If at any time prior to the Company Stockholders Meeting, any event should occur relating to the Company or any of its officers, directors, or affiliates which should be described in an amendment or supplement to the Definitive Proxy Material, the Company shall promptly inform Transworld. If at any time prior to the Company Stockholders Meeting, any event should occur relating to Transworld or any of its officers, directors, or affiliates which should be described in an amendment or supplement to the Definitive Proxy Material, Transworld shall inform the Company. Whenever any event occurs which should be described in an amendment or supplement to the Definitive Proxy Material, the Company, Newco, and Transworld shall, upon learning of such event, cooperate with each other to promptly file and clear with the SEC and, if applicable, mail such amendment or supplement to the stockholders of the Company.

Proxy Material. The parties shall cooperate to promptly prepare and file, if necessary, with the SEC any amendment or supplement to the Registration Statement in order to correct any material misstatement in such documents.

Proxy Material. (a) As promptly as practicable after the execution of this Agreement, the Company shall prepare and file with the SEC a proxy statement relating to the meeting of the Company's shareholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's shareholders, the "Proxy Statement").

Proxy Material. None of the information supplied or to be supplied by Transworld or any of its affiliates or representatives for inclusion in (i) the proxy statement to be mailed to holders of Company Common Stock in connection with the special meeting of stockholders of the Company (the "Company ------- Stockholders Meeting") (such proxy statement, together with the letter to -------------------- stockholders, notice of meeting, and form of proxy being hereinafter collectively referred to as the "Definitive Proxy Material") or any ------------------------- amendment or supplement thereto, or (ii) any other documents to be filed with the Securities and Exchange Commission (the "SEC") or any other --- regulatory agency in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and, in the case of the Definitive Proxy Material or any amendment thereof or supplement thereto, at the time of the Company Stockholders Meeting or at the time of mailing of the Definitive Proxy Material to stockholders of the Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Company Stockholders Meeting.

Proxy Material. (i) In connection with the Company Shareholders Meeting, the Company will (A) as promptly as reasonably practicable after the date of this Agreement prepare and file with the SEC a proxy statement (as it may be amended or supplemented from time to time, the “Proxy Statement”) related to the consideration of the Proposals at the Company Shareholders Meeting, (B) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filings and provide copies of such comments to Sterling promptly upon receipt and provide copies of proposed responses to Sterling a reasonable time prior to filing to allow Sterling the opportunity to provide meaningful comment, (C) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as otherwise required by applicable Law, (D) mail to its shareholders as promptly as reasonably practicable the Proxy Statement and all other customary proxy or other materials for meetings such as the Company Shareholders Meeting, (E) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the Company’s shareholders any supplement or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Company Shareholders Meeting, and (F) otherwise comply with all requirements of Law applicable to any Company Shareholders Meeting. The Buyers shall cooperate with the Company in connection with the preparation of the Proxy Statement and any amendments or supplements thereto, including promptly furnishing the Company, upon request, with any and all information as may be required to be set forth in the Proxy Statement under applicable law. The Company will provide Sterling a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, and shall give reasonable consideration to any such comments proposed, prior to mailing the Proxy Statement to the Company’s shareholders. The Proxy Statement shall include the Company Board Recommendation. (ii) If, at any time prior to the Company Shareholders Meeting, any information relating to the Company or any of the Buyers or any of their respective Affiliates should be discovered by the Company or any of the Buyers which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untr...

Proxy Material. The Company shall, as promptly as reasonably practicable (and in any event within ten Business Days) after the date hereof, prepare and file with the SEC in preliminary form, and shall thereafter use its reasonable best efforts to have cleared by the SEC, the Company Proxy Statement that will be provided to the Company’s stockholders in connection with the solicitation of proxies for use at the meeting of the Company’s stockholders called to vote upon the adoption of this Agreement and the approval of Merger (the “Company Stockholder Meeting”).