Proxy Solicitation Materials Clause Samples

Proxy Solicitation Materials. The Company agrees that the Company’s “proxy statement” (as defined in Rule 14a-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the 2016 Annual Meeting (such proxy statement, the “2016 Proxy Statement”) and all other solicitation materials to be delivered to stockholders in connection with the 2016 Annual Meeting will be prepared in accordance with, and in a manner consistent with the intent and purpose of, this Agreement. The Company will provide the Investor with a true and complete copy of any portion of the 2016 Proxy Statement or other “soliciting materials” (as used in Rule 14a-6 promulgated under the Exchange Act) with respect to the 2016 Annual Meeting, in each case that refer to the Investor, the New Nominee or this Agreement, at least two business days before filing such materials with the SEC in order to permit the Investor a reasonable opportunity to review and comment on such portions, and will consider in good faith any comment received from the Investor and its counsel relating to such portions. Except as required by applicable law, the Company will use the same or substantially similar language, or any summary thereof that is agreed upon for the foregoing filings, in all other filings with the SEC that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. The Investor will promptly provide all information relating to the New Nominee and other information to the extent required under applicable law to be included in the Company’s 2016 Proxy Statement and any other soliciting materials (as such term is used in Rule 14a-6 promulgated under the Exchange Act) to be filed with the SEC or delivered to stockholders of the Company in connection with the 2016 Annual Meeting. The 2016 Proxy Statement and other soliciting materials will contain the same type of information and manner of presentation concerning the New Nominee as provided for the Company’s other independent director nominees.

Proxy Solicitation Materials. Except to the extent it relates to Buyer and its Affiliates or includes information provided by Buyer or its Affiliates (to which extent no representation is made), the proxy solicitation materials to be distributed to the shareholders of each Fund prior to the Closing in connection with the Assignment Requirements, if any, will contain all information necessary in order to make the disclosure of information therein satisfy the requirements of applicable Laws in all material respects.

Proxy Solicitation Materials. The Company and the Board agree that the Company’s proxy statement for the 2008 Annual Meeting and all other solicitation materials to be delivered to stockholders in connection with the 2008 Annual Meeting (in each case excepting any materials delivered prior to the date hereof) shall be prepared in accordance with, and in furtherance of, this Agreement. The Company will provide the Investors with copies of any portion of proxy materials or other solicitation materials that contain statements relating to the Investors, the Investor Nominees and this Agreement at least two business days in advance of filing such materials with the SEC or disseminating the same in order to permit the Investors a reasonable opportunity to review and comment on such materials, and will consider in good faith any comments received by the Investors and their counsel. The Investors will provide, as promptly as reasonably practicable, all information relating to the Investor Nominees (and other information, if any) to the extent required under applicable law to be included in the Company’s proxy statement and any other solicitation materials to be delivered to stockholders in connection with the 2008 Annual Meeting. The proxy statement for the 2008 Annual Meeting shall contain the same type of information concerning the Investor Nominees as provided for the Company’s other director nominees.

Proxy Solicitation Materials. Except to the extent it relates to Buyer, its Affiliates or the Buyer Funds or includes information provided by Buyer, its Affiliates or the Buyer Funds specifically for inclusion or incorporation by reference therein (to which extent no representation by Seller is made) and except in the case of a Fund Merger Proxy Statement/Prospectus, the proxy solicitation, or other consent solicitation, materials prepared by Seller or its Subsidiaries and distributed to the investors in a Fund or to Advisory Clients in connection with the Assignment Requirements will not, at the time of the mailing of such proxy, or other consent, materials or any amendments or supplements thereto, or at the time of the shareholders or investors meeting held in relation thereto, contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and will contain all information necessary in order to make the disclosure of information therein satisfy the requirements of applicable Laws in all material respects. None of the information supplied or to be supplied by or on behalf of Seller, its Affiliates or the Seller Funds specifically for inclusion or incorporation by reference in a Fund Merger Proxy Statement/Prospectus will, at the time of the mailing of such document or any amendments or supplements thereto, or at the time of the shareholders or investors meeting held in relation thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Proxy Solicitation Materials. The Company agrees that as promptly as practicable following the date hereof, the Company shall take all steps reasonably necessary to amend, and refile as amended with the SEC, the Proxy Statement on Schedule 14A filed by the Company with the SEC on April 9, 2007 (the “Company Proxy”) to include the B▇▇▇▇▇▇ Nominees as “Nominees” (as defined in the Company Proxy) thereunder. The Company and the Board agree that the Company Proxy (as amended pursuant to the terms of this Agreement) and all other solicitation materials to be delivered to stockholders in connection with the 2007 Annual Meeting shall be prepared in accordance with, and in furtherance of, this Agreement. The Company will provide the B▇▇▇▇▇▇ Investors with copies of any proxy materials or other solicitation materials to be delivered to stockholders in connection with the 2007 Annual Meeting at least two business days, in the case of proxy statements, and at least one business day, in the case of other solicitation materials, in advance of filing such materials with the SEC or disseminating the same in order to permit the B▇▇▇▇▇▇ Investors a reasonable opportunity to review and comment on such materials. The B▇▇▇▇▇▇ Investors will provide, as promptly as reasonably practicable, all information relating to the B▇▇▇▇▇▇ Nominees (and other information, if any) to the extent required under applicable law to be included in the Company Proxy (as amended in accordance with the terms of this Agreement) and any other solicitation materials to be delivered to stockholders in connection with the 2007 Annual Meeting. The Company Proxy, as amended pursuant to the terms of this Agreement, shall contain the same type of information concerning the B▇▇▇▇▇▇ Nominees as provided for the incumbent director nominees.

Proxy Solicitation Materials. The Company and the Board agree that the Company’s Proxy Statement and proxy cards for the 2008 Annual Meeting and all other solicitation materials to be delivered to shareholders in connection with the 2008 Annual Meeting (in each case excepting any materials delivered prior to the date hereof) shall be prepared in accordance with, and in furtherance of, this Agreement. The Company will provide the Committee with copies of any portion of proxy materials or other solicitation materials that contain statements relating to the Committee, the Committee Nominees or this Agreement a reasonable period in advance of filing such materials with the SEC or disseminating the same in order to permit the Committee a reasonable opportunity to review and comment on such materials. The Committee will provide, as promptly as reasonably practicable, all information relating to the Committee Nominees (and other information, if any) to the extent required under applicable law to be included in the Company’s Proxy Statement and any other solicitation materials to be delivered to shareholders in connection with the 2008 Annual Meeting.

Proxy Solicitation Materials. The Company and the Board agree that the Company’s Proxy Statement for the 2006 Annual Meeting and all other solicitation materials to be delivered to stockholders in connection with the 2006 Annual Meeting shall be prepared in accordance with, and in furtherance of, this Agreement. The Company will provide the Investors with copies of any proxy materials or other solicitation materials at least two business days, in the case of proxy statements, and at least one business days, in the case of other solicitation materials, in advance of filing such materials with the SEC or disseminating the same in order to permit the Investors a reasonable opportunity to review and comment on such materials. The Investors will provide, as promptly as reasonably practicable, all information relating to the Investor Nominees (and other information, if any) to the extent required under applicable law to be included in the Company’s Proxy Statement and any other solicitation materials to be delivered to stockholders in connection with the 2006 Annual Meeting. The proxy statement for the 2006 Annual Meeting shall contain the same type of information concerning the Investor Nominees as provided for the incumbent director nominees.

Proxy Solicitation Materials. CIT shall file Proxy Materials with the SEC relating to the matters described in Section 7 as promptly as practicable. SRF, the Master Trust and CIT have cooperated and shall continue to cooperate with each other, and each has furnished and shall continue to furnish the others with the information relating to itself that is required by the 1933 Act, the 1934 Act, the 1940 Act, the rules and regulations under each or such Acts and state securities laws, to be included in the Proxy Materials.

Proxy Solicitation Materials. For so long as the Designee serves on the Board, the Company agrees that its proxy statements and other solicitation materials to be delivered to stockholders in connection with annual meetings of stockholders will be prepared in accordance with, and in a manner consistent with the intent and purpose of, this Agreement. For so long as the Designee serves on the Board, the Company will provide the Investor with a true and complete copy of any portion of its proxy statements or other “soliciting materials” (as such term is used in Rule 14a-6 under the Securities Exchange Act of 1934(the “Exchange Act”)) with respect to annual meetings of stockholders, in each case that refer to the Investor, the Designee or this Agreement, at least five business days before filing such materials with the SEC in order to permit the Investor a reasonable opportunity to review and comment on such portions. Except as required by applicable law, the Company will use the same or substantially similar language, or any summary thereof that is agreed upon for the foregoing filings, in all other filings made by it with the Securities and Exchange Commission (the “SEC”) that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. For so long as the Designee serves on the Board, the Investor and the Designee agree to promptly provide the Company all reasonable information relating to the Investor and/or the Designee and other information to the extent reasonably required under applicable law to be included in any Company proxy statement and any other soliciting materials (as such term is used in Rule 14a-6 under the Exchange Act) to be filed with the SEC or delivered to stockholders of the Company in connection with any annual meeting of stockholders.