Proxy Statement; Registration Statement. (a) Dex and Newco shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively. (b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Supermedia Inc.), Merger Agreement (Supermedia Inc.), Merger Agreement (DEX ONE Corp)
Proxy Statement; Registration Statement. (ai) Dex As promptly as practicable after the execution of this Agreement, (x) SPAC and Newco the Company shall jointly prepare drafts of and SPAC shall file with the Joint Proxy Statement and Form S-4 and DexSEC, Newco and SuperMedia mutually acceptable materials which shall cooperate to cause include the Joint Proxy Statement and Form S-4 proxy statement to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) the Company shall have a prepare (with SPAC’s reasonable opportunity to review cooperation) and comment upon file with the Joint SEC the Registration Statement, in which the Proxy Statement and Form S-4 and any amendments theretowill be included as a prospectus (the “Proxy Statement/Prospectus”), none in connection with the registration under the Securities Act of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld)the Registrable Securities. Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement SPAC and the Form S-4. SuperMedia, Dex and Newco Company shall use their its reasonable best efforts to cause the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, to become comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex RecommendationTransactions. The Joint Proxy Statement shall Company also include all material disclosure relating agrees to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that obtain all necessary state Securities Laws or “blue sky” permits and approvals required to carry out the Form S-4 Transactions, and SPAC shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of SPAC and the Joint Proxy Statement comply Company agrees to furnish to the other Party and its Representatives all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as to form may be reasonably necessary or advisable or as may be reasonably requested in all material respects connection with the rules and regulations promulgated by Registration Statement, including the SEC under the Securities Act and Proxy Statement/Prospectus, a current report on Form 8-K pursuant to the Exchange ActAct in connection with the Transactions, respectively.
or any other statement, filing, notice or application made by or on behalf of SPAC or the Company to any regulatory authority (bincluding the Nasdaq) SuperMedia, Newco and Dex shall make all necessary filings in connection with respect to the Mergers and the transactions contemplated hereby under Transactions (the Securities Act and “Transaction Filings”). SPAC will cause the Exchange Act and applicable state “blue sky” laws and Proxy Statement to be mailed to the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond SPAC Shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act.
(ii) To the extent not prohibited by applicable Law, the Company will advise SPAC, reasonably promptly after the Company receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. To the extent not prohibited by applicable Law, SPAC and its counsel, on the one hand, and the Company and its counsel, on the other hand, shall be given a reasonable opportunity to review and comment on the Registration Statement, the Proxy Statement and any Transaction Filings each time before any such document is filed with the SEC, and the other Party shall give reasonable and good faith consideration to any comments made by SPAC and its counsel or the SEC with respect to Company and its counsel, as applicable. To the Joint Proxy Statement extent not prohibited by applicable Law, the Company, on the one hand, and SPAC, on the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMediaother hand, Newco and Dex shall provide the other Parties Party and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party SPAC or its counsel or the Company or its counsel, as the case may be, may receive from time to time from the SEC or its staff with respect to the Joint Registration Statement, the Proxy Statement or the Form S-4, as applicable, any Transaction Filings promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after of SPAC or the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMediaCompany, as applicable, expressly for inclusion to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, to the extent reasonably practicable, by participating with SPAC or incorporation by reference its counsel or the Company or its counsel, as the case may be, in the Joint Proxy Statement, Form S-4, any discussions or any other documents filed or to be filed meetings with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents SEC.
(or any amendment thereof or supplement theretoiii) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, If at any time prior to the SuperMedia Second Effective Time, Dex, Newco or SuperMedia discovers Time any information relating to any Partythe Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directorsSPAC, that should which is required to be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party that which discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable Law, disseminated to the stockholders of SuperMedia and DexSPAC Shareholders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 2 contracts
Sources: Merger Agreement (Silver Crest Acquisition Corp), Merger Agreement (Silver Crest Acquisition Corp)
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, La Jolla and Newco Adamis shall prepare drafts jointly prepare, and La Jolla shall file, a joint registration statement and proxy statement on Form S-4 consisting of a proxy statement of Adamis in connection with the Merger, a proxy statement of La Jolla in connection with the Proposals (the “Proxy Statement”) and the Registration Statement to register under the Securities Act the issuance of shares of La Jolla Common Stock in connection with the Merger. The Proxy Statement shall, among other things, include the La Jolla Board Recommendation and (i) solicit the approval of and include the recommendation of the Joint Board of Directors of La Jolla to La Jolla’s stockholders that they vote in favor of the Merger, (ii) solicit the approval of and include the recommendation of the Board of Directors of La Jolla to La Jolla’s stockholders that they vote in favor of the La Jolla Charter Amendment; and (iii) solicit the approval of and include the recommendation of the Board of Directors of La Jolla to La Jolla’s stockholders that they vote in favor of the La Jolla Name Change Amendment; and (iv) solicit the approval of and include the recommendation of the Board of Directors of La Jolla to La Jolla’s stockholders that they vote in favor of the Plan Amendment. Adamis shall promptly furnish to La Jolla all information concerning Adamis and its Subsidiaries, and shall use its commercially reasonable efforts to cause to be finished all information with respect to its stockholders, that is required to be disclosed in the Registration Statement and the Proxy Statement. All information in the Registration Statement and Proxy Statement concerning Adamis shall be subject to the prior review and approval of Adamis.
(b) La Jolla and Adamis shall use reasonable efforts to cause the Proxy Statement and Form S-4 and Dex, Newco and SuperMedia La Jolla shall cooperate use reasonable efforts to cause the Joint Registration Statement to comply with the applicable rules and regulations promulgated by the SEC, and shall respond promptly to any comments of the SEC or its staff and shall use reasonable best efforts to resolve any comments of SEC on the Proxy Statement or the Registration Statement as promptly as reasonably practicable. La Jolla and Adamis shall each use commercially reasonable efforts to cause the definitive Proxy Statement and Form S-4 Registration Statement to be filed mailed to their stockholders as promptly as practicable after review by the SEC has been completed. La Jolla shall notify Adamis promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or Registration Statement and shall supply Adamis with copies of all correspondence between La Jolla or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement and the Registration Statement. SuperMedia Both Parties and their respective counsel shall have be given a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 Registration Statement and related materials, any proposed amendment or supplement to the Proxy Statement or Registration Statement and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable response to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or other correspondence before its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as or dissemination to form La Jolla’s stockholders or Adamis’s stockholders, and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and such materials shall be mutually satisfactory before filing or dissemination. Whenever any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact event occurs which is required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or Registration Statement, Adamis or La Jolla, as the Form S-4case may be, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify inform the other parties of such occurrence and an appropriate cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of La Jolla or Adamis, such amendment or supplement describing that as promptly as possible. Without limiting the foregoing, each of the parties shall promptly provide the other party with corrections to any information provided by it for use in the Proxy Statement and Registration Statement, if and to the extent any such information shall be promptly filed with or have become false or misleading in any material respect, and La Jolla shall take all reasonable steps necessary to correct the SEC andsame and to cause the Proxy Statement and Registration Statement as so corrected to be disseminated to La Jolla’s stockholders and Adamis’s stockholders, in each case to the extent required by applicable law or regulation, disseminated to otherwise deemed appropriate by the stockholders of SuperMedia and Dexparties.
(ec) No amendment or supplement Before the Effective Time, La Jolla shall use reasonable best efforts to have the Joint Proxy Registration Statement or declared effective under the Form S-4 will Securities Act as promptly as practicable after filing, and commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the La Jolla Common Stock to be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference issued in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement Merger will (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (irequired) a Change in SuperMedia Recommendation, (ii) a statement be registered or qualified or exempt from registration or qualification under the securities law of every state of the reasons of United States (or such fewer states as the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, Parties may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4mutually agree).
Appears in 2 contracts
Sources: Merger Agreement (La Jolla Pharmaceutical Co), Agreement and Plan of Reorganization (Adamis Pharmaceuticals Corp)
Proxy Statement; Registration Statement. (a) Dex and Newco As promptly as practicable after the execution of this Agreement, MediaOne shall prepare drafts of and file the Joint Proxy Statement with the SEC, and Form S-4 AT&T shall prepare and Dex, Newco and SuperMedia shall cooperate to cause file the Joint Registration Statement (in which the Proxy Statement and Form S-4 to will be filed included) with the SEC. SuperMedia shall have a reasonable opportunity to review AT&T and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco MediaOne shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities 1933 Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersMerger. Subject to and without limiting The Proxy Statement shall include the rights recommendation of the Board of Directors of SuperMedia MediaOne in favor of approval and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation adoption of this Agreement and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating Merger, except to the SuperMedia Financial Advisors and extent the Dex Financial Advisor (including, if requested, the amount Board of fees each Directors of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation MediaOne shall have withdrawn or modified its approval or recommendation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19this Agreement as permitted by Section 6.2(b). Each of SuperMedia, Newco and Dex MediaOne shall use its reasonable best efforts to ensure that cause the Form S-4 Proxy Statement to be mailed to its stockholders as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Joint Registration Statement and advise one another of any oral comments received from the SEC. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities 1933 Act and the Exchange 1934 Act, respectively.
(b) SuperMedia, Newco AT&T and Dex MediaOne shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby thereby under the Securities 1933 Act and the Exchange 1934 Act and applicable state “blue sky” sky laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party party will advise the other Partiesother, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex the AT&T Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. No amendment or supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of both parties hereto, which approval shall not be unreasonably withheld or delayed. If at any time prior to the Effective Time, any information relating to AT&T or MediaOne, or any of their respective Affiliates, officers or directors, should be discovered by AT&T or MediaOne that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, 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 notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of AT&T and MediaOne.
Appears in 2 contracts
Sources: Merger Agreement (At&t Corp), Merger Agreement (Mediaone Group Inc)
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the date hereof, the Company and Newco Parent shall prepare drafts of and file the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Registration Statement (in which the Proxy Statement and Form S-4 to will be filed included) with the SEC. SuperMedia shall have a reasonable opportunity to review The Company and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco Parent shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities 1933 Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersMerger. Subject to and without limiting Section 6.03, the rights Proxy Statement shall include the recommendation of the Board of Directors of SuperMedia the Company in favor of approval and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation adoption of this Agreement and the Dex RecommendationMerger. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Registration Statement becomes effective. Each of the Company and Parent shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. Each of the Company and Parent shall use its reasonable efforts to ensure that the Form S-4 Registration Statement and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities 1933 Act and the Exchange 1934 Act, respectively. The fees payable to the SEC in connection with the filing of the Proxy Statement and the Registration Statement shall be borne equally by Parent and the Company.
(b) SuperMedia, Newco The Company and Dex Parent shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby under the Securities 1933 Act and the Exchange 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco the Company and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party Parent will advise the other Partiesparty, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common the Parent Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. No amendment or supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of both the Company and Parent, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement 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 hereto that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company.
Appears in 2 contracts
Sources: Merger Agreement (Equinix Inc), Merger Agreement (Switch & Data Facilities Company, Inc.)
Proxy Statement; Registration Statement. (a) Dex and Newco As promptly as practicable after the execution of this Agreement, (i) Bullion shall prepare drafts of and file with the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause SEC the Joint Proxy Statement and Form S-4 proxy statement to be filed sent to the shareholders of Bullion relating to the meeting of Bullion’s shareholders (the “Shareholders’ Meeting”) to be held to consider approval and adoption of this Agreement, the Merger, or any information statement to be sent to such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) and (ii) Eurasian shall prepare and file with the SEC. SuperMedia shall have SEC a reasonable opportunity to review and comment upon the Joint Proxy Statement and registration statement on Form S-4 and any F-4 (together with all amendments thereto, none of the “Registration Statement”) in which the Proxy Statement shall be filed until each included as a proxy statement/prospectus, in connection with the registration under the Securities Act of Dex, Newco and SuperMedia agree the Eurasian Shares to such filing (which shall not be unreasonably withheld)issued to the shareholders of Bullion pursuant to the Merger. Each Party of Bullion and Eurasian shall furnish all information reasonably necessary for cooperate with each other and promptly respond to any comments from the preparation SEC or the staff of the Joint SEC on the Proxy Statement or the Registration Statement. Eurasian and the Form S-4. SuperMedia, Dex and Newco Bullion each shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become be declared effective under the Securities Act as soon promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the Merger, and, prior to the effectiveness of the Registration Statement, Eurasian shall take all or any action required under any applicable U.S. federal or state securities Laws or Canadian provincial or territorial securities Laws in connection with the issuance of Eurasian Shares pursuant to the Merger and in connection with the preparation, filing and mailing of the Proxy Statement and any documents ancillary thereto. Each of Eurasian and Bullion shall furnish to the other party all information concerning it and its business as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Registration Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (includinghave been declared effective, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex Bullion shall use its reasonable best efforts to ensure that mail the Form S-4 Proxy Statement to its shareholders. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC for amendments or supplements of the Proxy Statement or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between it, on the one hand, and the Joint Proxy Statement comply as to form in all material respects with SEC or the rules and regulations promulgated by staff of the SEC under on the Securities Act and other hand, with respect to the Exchange ActProxy Statement, respectivelythe Registration Statement or the Merger.
(b) SuperMediaBullion shall use its reasonable best efforts to cause to be delivered a letter from its independent auditors, Newco and Dex shall make all necessary filings with respect dated (i) the date that is two (2) business days prior to the Mergers effectiveness of the Registration Statement and (ii) the transactions contemplated hereby under Closing Date, and addressed to Eurasian and its directors, in form and substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunderRegistration Statement.
(c) SuperMediaExcept as provided in Section 5.7, Newco and Dex Bullion covenants that none of the Bullion Board or any committee thereof shall use reasonable best efforts withdraw or modify, or propose to respond as promptly as practicable withdraw or modify, in a manner adverse to Eurasian or Merger Sub, the approval or recommendation by Bullion Board or any comments made by committee thereof of this Agreement, the SEC with respect to the Joint Proxy Statement Merger or any other transaction contemplated hereby and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailedinclude the recommendation of Bullion Board to the shareholders of Bullion in favor of approval and adoption of this Agreement and approval of the Merger. If and only if the Bullion Board is permitted to and in fact elects to recommend a Superior Proposal in accordance with Section 5.7, promptly circulate amendedthen the Bullion Board shall include in the Proxy Statement, supplemental or supplemented proxy materialin an amendment thereto, andno recommendation regarding the approval of this Agreement and the Merger and the Bullion Board shall include in the Proxy Statement, if required or in connection therewithan amendment thereto, re-solicit proxiesthe basis for its determination to not recommend this Agreement and the Merger.
(d) Each of DexNo filing of, Newco and SuperMedia agrees, as or amendment or supplement to it the Proxy Statement or the Registration Statement will be made by Eurasian or Bullion without (i) providing the other party and its Affiliates, directors, officers, employees, agents or representatives, that none counsel a reasonable opportunity to review and comment thereon and (ii) the approval of the information supplied or other party (such approval not to be supplied by Dexunreasonably withheld or delayed). Eurasian and Bullion each will advise the other, Newco or SuperMediapromptly after they receive notice thereof, as applicable, expressly for inclusion or incorporation by reference in of the Joint Proxy Statement, Form S-4, time when the Registration Statement has become effective or any other documents filed supplement or to be filed with amendment has been filed, of the SEC issuance of any stop order, of the suspension of the qualification of the Eurasian Shares issuable in connection with the transactions contemplated herebyMerger for offering or sale in any jurisdiction, will, as or of any request by the SEC or any other Governmental Authority for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC or any other Governmental Authority for additional information.
(e) Eurasian represents and warrants to Bullion that the information supplied by Eurasian for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time such documents the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) are is first mailed to the holders shareholders of shares of SuperMedia Common Stock and Dex Common Stock and at Bullion, (iii) the time of the SuperMedia Stockholders Shareholders’ Meeting and (iv) the Dex Stockholders Meeting, respectivelyEffective Time, contain any untrue statement of a material fact, fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each If, at any time prior to the Effective Time, any event or circumstance relating to Eurasian or Merger Sub, or their respective officers or directors, should be discovered by Eurasian which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Eurasian shall promptly inform Bullion and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the shareholders of Dex, Newco Bullion. Eurasian represents and SuperMedia further agrees warrants to Bullion that all documents that such Party Eurasian is responsible for filing with the SEC or any other Governmental Authority in connection with the Mergers Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws.
(f) Bullion represents and warrants to Eurasian that the information supplied by Bullion for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Bullion, (iii) the time of the Shareholders’ Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Bullion or any of its Subsidiaries, or their respective officers or directors, should be discovered by Bullion which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Bullion shall promptly inform Eurasian and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the shareholders of Bullion. Bullion represents and warrants to Eurasian that all documents that Bullion is responsible for filing with the SEC or any other Governmental Authority in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and DexLaws.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 2 contracts
Sources: Merger Agreement (Eurasian Minerals Inc), Merger Agreement (Bullion Monarch Mining, Inc. (NEW))
Proxy Statement; Registration Statement. (ai) Dex As promptly as practicable after the execution of this Agreement, (x) SPAC and Newco the Company shall jointly prepare drafts of and the Joint Proxy Statement and Form S-4 and DexCompany shall file with the SEC, Newco and SuperMedia mutually acceptable materials which shall cooperate to cause include the Joint Proxy Statement and Form S-4 proxy statement to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) the Company shall have a prepare (with SPAC’s reasonable opportunity to review cooperation) and comment upon file with the Joint SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of Class A Ordinary Shares to be issued in exchange for the issued and Form S-4 and any amendments theretooutstanding SPAC Class A Shares. Subject to Schedule 8.02, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement SPAC and the Form S-4. SuperMedia, Dex and Newco Company shall use their its reasonable best efforts to cause the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, to become comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex RecommendationTransactions. The Joint Proxy Statement shall Company also include all material disclosure relating agrees to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that obtain all necessary state Securities Laws or “blue sky” permits and approvals required to carry out the Form S-4 Transactions, and SPAC shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of SPAC and the Joint Proxy Statement comply Company agrees to furnish to the other Party and its Representatives all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as to form may be reasonably necessary or advisable or as may be reasonably requested in all material respects connection with the rules and regulations promulgated by Registration Statement, including the SEC under the Securities Act and Proxy Statement/Prospectus, a Current Report on Form 6-K pursuant to the Exchange ActAct in connection with the Transactions, respectively.
or any other statement, filing, notice or application made by or on behalf of SPAC or the Company to any regulatory authority (bincluding the NYSE) SuperMedia, Newco and Dex shall make all necessary filings in connection with respect to the Mergers and the transactions contemplated hereby under Transactions (the Securities Act and “Transaction Filings”). SPAC will cause the Exchange Act and applicable state “blue sky” laws and Proxy Statement to be mailed to the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond SPAC Shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act.
(ii) To the extent not prohibited by applicable Law, the Company will advise SPAC, reasonably promptly after the Company receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Class A Ordinary Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. To the extent not prohibited by applicable Law, SPAC and its counsel, on the one hand, and the Company and its counsel, on the other hand, shall be given a reasonable opportunity to review and comment on the Registration Statement, the Proxy Statement and any Transaction Filings each time before any such document is filed with the SEC, and the other Party shall give reasonable and good faith consideration to any comments made by SPAC and its counsel or the SEC with respect to Company and its counsel, as applicable. To the Joint Proxy Statement extent not prohibited by applicable Law, the Company, on the one hand, and SPAC, on the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMediaother hand, Newco and Dex shall provide the other Parties Party and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party SPAC or its counsel or the Company or its counsel, as the case may be, may receive from time to time from the SEC or its staff with respect to the Joint Registration Statement, the Proxy Statement or the Form S-4, as applicable, any Transaction Filings promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after of SPAC or the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMediaCompany, as applicable, expressly for inclusion to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, to the extent reasonably practicable, by participating with SPAC or incorporation by reference its counsel or the Company or its counsel, as the case may be, in the Joint Proxy Statement, Form S-4, any discussions or any other documents filed or to be filed meetings with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents SEC.
(or any amendment thereof or supplement theretoiii) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, If at any time prior to the SuperMedia Second Effective Time, Dex, Newco or SuperMedia discovers Time any information relating to any Partythe Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directorsSPAC, that should which is required to be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party that which discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable Law, disseminated to the stockholders of SuperMedia and DexSPAC Shareholders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 2 contracts
Sources: Merger Agreement (ironSource LTD), Merger Agreement (Thoma Bravo Advantage)
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable, the Company and Newco Parent shall prepare drafts of and file the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Registration Statement (in which the Proxy Statement and Form S-4 to will be filed included) with the SEC. SuperMedia shall have a reasonable opportunity to review The Company and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco Parent shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities 1933 Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersMerger. Subject to and without limiting Section 6.03, the rights Proxy Statement shall include the recommendation of the Board of Directors of SuperMedia the Company in favor of approval and Dex pursuant adoption of this Agreement and the Merger. The Company shall use its reasonable best efforts to Section 6.12(c), cause the Joint Proxy Statement shall include to be mailed to its stockholders, as promptly as practicable after the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Registration Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19becomes effective. Each of SuperMedia, Newco the Company and Dex Parent shall use its reasonable best efforts to ensure that the Form S-4 Registration Statement and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities 1933 Act and the Exchange 1934 Act, respectively.
(b) SuperMedia, Newco The Company and Dex Parent shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby under the Securities 1933 Act and the Exchange 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco the Company and Dex Parent shall provide the other Parties parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4Registration Statement, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each No amendment or supplement to the Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of Dexthe other parties hereto, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents which approval shall not be unreasonably withheld or representativesdelayed; provided, that none of the information supplied or with respect to be supplied documents filed by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation a party which are incorporated by reference in the Joint Registration Statement or Proxy Statement, Form S-4this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with an Adverse Recommendation Change, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) an Adverse Recommendation Change, (ii) a statement of the reasons of the Board of Directors of the Company for making such Adverse Recommendation Change and (iii) additional information reasonably related to the foregoing. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any other documents filed supplement or to be filed with amendment has been filed, the SEC issuance of any stop order, the suspension of the qualification of Parent Stock issuable in connection with the transactions contemplated herebyMerger for offering or sale in any jurisdiction, will, as or any request by the SEC for amendment of the time such documents (Proxy Statement or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleadingRegistration Statement. If, at any time prior to the SuperMedia Effective Time, Dex, Newco Parent or SuperMedia the Company discovers any information relating to any Partyparty, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4Registration Statement, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party party that discovers that information shall promptly notify the other parties party and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dexthe Company.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 2 contracts
Sources: Merger Agreement (Xto Energy Inc), Merger Agreement (Exxon Mobil Corp)
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the date hereof, the Company and Newco Parent shall prepare drafts of and file the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Registration Statement (in which the Proxy Statement and Form S-4 to will be filed included) with the SEC. SuperMedia shall have a reasonable opportunity to review The Company and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco Parent shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities 1933 Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersMerger. Subject to and without limiting Unless the rights Company Board has effected an Adverse Company Recommendation Change, the Proxy Statement shall include the recommendation of the Board of Directors of SuperMedia the Company in favor of approval and Dex pursuant adoption of this Agreement. The Company shall use its reasonable best efforts to Section 6.12(c), cause the Joint Proxy Statement shall include to be mailed to its stockholders as promptly as practicable after the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Registration Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19becomes effective. Each of SuperMediathe Company and Parent shall promptly provide copies, Newco consult with each other and Dex prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. Each party shall be given an opportunity to participate in any discussions or meetings with the SEC. Each of the Company and Parent shall use its reasonable best efforts to ensure that the Form S-4 Registration Statement and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities 1933 Act and the Exchange 1934 Act, respectively.
(b) SuperMedia, Newco The Company and Dex Parent shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby under the Securities 1933 Act and the Exchange 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco the Company and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party Parent will advise the other Partiesparty, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common the Parent Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. No amendment or supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of both the Company and Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement 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 hereto that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law or the SEC or its staff, disseminated to the stockholders of the Company and Parent; provided that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by any party hereunder or limit or otherwise affect the remedies available hereunder to any party.
Appears in 2 contracts
Sources: Merger Agreement (RiskMetrics Group Inc), Merger Agreement (MSCI Inc.)
Proxy Statement; Registration Statement. (ai) Dex As promptly as practicable after the execution of this Agreement, (x) SPAC and Newco the Company shall jointly prepare drafts of and the Joint Proxy Statement and Form S-4 and DexCompany shall file with the SEC, Newco and SuperMedia mutually acceptable materials which shall cooperate to cause include the Joint Proxy Statement and Form S-4 proxy statement to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) the Company shall have a reasonable opportunity to review prepare (with SPAC’s cooperation) and comment upon file with the Joint SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of Company Ordinary Shares to be issued in exchange for the issued and Form S-4 outstanding SPAC Class A Shares and any amendments theretoCompany Warrants to be issued in exchange for the issued and outstanding SPAC Warrants. Subject to Schedule 8.02, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement SPAC and the Form S-4. SuperMedia, Dex and Newco Company shall use their its reasonable best efforts to cause the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, to become comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the MergersTransactions. Subject In the event there is any tax opinion required to and without limiting be provided in connection with the rights of the Board of Directors of SuperMedia and Dex pursuant Registration Statement, counsel to Section 6.12(cSPAC shall provide such tax opinion(s), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall Company also include all material disclosure relating agrees to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMedia, Newco and Dex shall make obtain all necessary filings with respect to the Mergers and the transactions contemplated hereby under the state Securities Act and the Exchange Act and applicable state Laws or “blue sky” laws permits and approvals required to carry out the Transactions, and SPAC shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of SPAC and the rules Company agrees to furnish to the other Party and regulations thereunder.
its Representatives all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, including the Proxy Statement/Prospectus, a Current Report on Form 6-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC or the Company to any regulatory authority (cincluding the NASDAQ) SuperMedia, Newco in connection with the Merger and Dex shall use reasonable best efforts the Transactions (the “Transaction Filings”). SPAC will cause the Proxy Statement to respond be mailed to the SPAC Shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act.
(ii) To the extent not prohibited by applicable Law, the Company will advise SPAC, reasonably promptly after the Company receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Company Ordinary Shares or Company Warrants for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. To the extent not prohibited by applicable Law, SPAC and its counsel, on the one hand, and the Company and its counsel, on the other hand, shall be given a reasonable opportunity to review and comment on the Registration Statement, the Proxy Statement and any Transaction Filings each time before any such document is filed with the SEC, and the other Party shall give reasonable and good faith consideration to any comments made by SPAC and its counsel or the SEC with respect to Company and its counsel, as applicable. To the Joint Proxy Statement extent not prohibited by applicable Law, the Company, on the one hand, and SPAC, on the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMediaother hand, Newco and Dex shall provide the other Parties Party and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party SPAC or its counsel or the Company or its counsel, as the case may be, may receive from time to time from the SEC or its staff with respect to the Joint Registration Statement, the Proxy Statement or the Form S-4, as applicable, any Transaction Filings promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after of SPAC or the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMediaCompany, as applicable, expressly for inclusion to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, to the extent reasonably practicable, by participating with SPAC or incorporation by reference its counsel or the Company or its counsel, as the case may be, in the Joint Proxy Statement, Form S-4, any discussions or any other documents filed or to be filed meetings with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents SEC.
(or any amendment thereof or supplement theretoiii) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, If at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers Time any information relating to any Partythe Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directorsSPAC, that should which is required to be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party that which discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable Law, disseminated to the stockholders of SuperMedia and DexSPAC Shareholders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Proxy Statement; Registration Statement. (ai) Dex As promptly as practicable after the execution of this Agreement, (x) Hepion and Newco the Company shall jointly prepare drafts of and the Joint Proxy Statement and Form S-4 and DexCompany shall file with the SEC, Newco and SuperMedia mutually acceptable materials which shall cooperate to cause include the Joint Proxy Statement and Form S-4 proxy statement to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the Hepion Stockholders relating to the Hepion Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) the Company shall have a reasonable opportunity to review prepare (with Hepion’s cooperation) and comment upon file with the Joint SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of Company Ordinary Shares to be issued in exchange for the issued and Form S-4 and any amendments theretooutstanding Hepion Common Stock. Subject to Schedule 8.02, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement Hepion and the Form S-4. SuperMedia, Dex and Newco Company shall use their its reasonable best efforts to cause the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, to become comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the MergersTransactions. Subject In the event there is any tax opinion required to and without limiting be provided in connection with the rights of the Board of Directors of SuperMedia and Dex pursuant Registration Statement, counsel to Section 6.12(cH▇▇▇▇▇ shall provide such tax opinion(s), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for costs and expenses associate with obtaining such tax opinion(s) shall be borne equally by the payment of such fees) Company and Hepion. The Company also agrees to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMedia, Newco and Dex shall make obtain all necessary filings with respect to the Mergers and the transactions contemplated hereby under the state Securities Act and the Exchange Act and applicable state Laws or “blue sky” laws permits and approvals required to carry out the Transactions, and H▇▇▇▇▇ shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of Hepion and the rules Company agrees to furnish to the other Party and regulations thereunder.
its Representatives all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, including the Proxy Statement/Prospectus, a Current Report on Form 8-K or 6-K, as applicable, pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Hepion or the Company to any regulatory authority (cincluding the Nasdaq) SuperMedia, Newco in connection with the Merger and Dex shall use reasonable best efforts the Transactions (the “Transaction Filings”). Hepion will cause the Proxy Statement to respond be mailed to the Hepion Stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act.
(ii) To the extent not prohibited by applicable Law, the Company will advise Hepion, reasonably promptly after the Company receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Company Ordinary Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. To the extent not prohibited by applicable Law, Hepion and its counsel, on the one hand, and the Company and its counsel, on the other hand, shall be given a reasonable opportunity to review and comment on the Registration Statement, the Proxy Statement and any Transaction Filings each time before any such document is filed with the SEC, and the other Party shall give reasonable and good faith consideration to any comments made by H▇▇▇▇▇ and its counsel or the SEC with respect to Company and its counsel, as applicable. To the Joint Proxy Statement extent not prohibited by applicable Law, the Company, on the one hand, and Hepion, on the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMediaother hand, Newco and Dex shall provide the other Parties Party and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party Hepion or its counsel or the Company or its counsel, as the case may be, may receive from time to time from the SEC or its staff with respect to the Joint Registration Statement, the Proxy Statement or the Form S-4, as applicable, any Transaction Filings promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after of Hepion or the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMediaCompany, as applicable, expressly for inclusion to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, to the extent reasonably practicable, by participating with Hepion or incorporation by reference its counsel or the Company or its counsel, as the case may be, in the Joint Proxy Statement, Form S-4, any discussions or any other documents filed or to be filed meetings with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents SEC.
(or any amendment thereof or supplement theretoiii) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, If at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers Time any information relating to any Partythe Company, Hepion or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directorsHepion, that should which is required to be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party that which discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable Law, disseminated to the stockholders of SuperMedia and DexHepion Stockholders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex and Newco As promptly as practicable after the execution of this Agreement, Cellegy, in cooperation with Adamis, shall prepare drafts and file with the SEC the Registration Statement, which may include the Proxy Statement, to register under the Securities Act the issuance and resale (to the extent permitted by the SEC) of shares of Cellegy Common Stock in connection with the Merger. The Proxy Statement shall, among other things, include the Cellegy Board Recommendation and (i) solicit the approval of and include the recommendation of the Joint Board of Directors of Cellegy to Cellegy’s stockholders that they vote in favor of the Merger, (iii) solicit the approval of and include the recommendation of the Board of Directors of Cellegy to Cellegy’s stockholders that they vote in favor of the Cellegy Charter Amendment; and (iv) solicit the approval of and include the recommendation of the Board of Directors of Cellegy to Cellegy’s stockholders that they vote in favor of the Cellegy Name Change Amendment; and (v) solicit the approval of and include the recommendation of the Board of Directors of Cellegy to Cellegy’s stockholders that they vote in favor of the Plan Amendment. Adamis shall promptly furnish to Cellegy all information concerning Adamis and its Subsidiaries, and shall use its commercially reasonable efforts to cause to be finished all information with respect to its stockholders, that is required to be disclosed in the Registration Statement and the Proxy Statement.
(b) Cellegy shall use all reasonable efforts to cause the Proxy Statement and Form S-4 the Registration Statement to comply with the applicable rules and Dexregulations promulgated by the SEC, Newco and SuperMedia shall cooperate respond promptly to any comments of the SEC or its staff and shall use its reasonable best efforts to resolve any comments of SEC on the Proxy Statement or the Registration Statement as promptly as reasonably practicable. Cellegy shall use its commercially reasonable efforts to cause the Joint definitive Proxy Statement to be mailed to Cellegy’s stockholders and the Registration Statement to be delivered to the stockholders of Adamis as promptly as practicable after review by the SEC has been completed. Cellegy shall notify Adamis promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or Registration Statement and shall supply Adamis with copies of all correspondence between Cellegy or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement and Form S-4 to the Registration Statement. Adamis and its counsel shall be filed with the SEC. SuperMedia shall have given a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 Registration Statement and related materials, any proposed amendment or supplement to the Proxy Statement or Registration Statement and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable response to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or other correspondence before its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as or dissemination to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and Cellegy’s stockholders or Adamis’ stockholders. Whenever any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact event occurs which is required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or Registration Statement, Adamis or Cellegy, as the Form S-4case may be, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify inform the other parties of such occurrence and an appropriate cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Cellegy or Adamis, such amendment or supplement describing that as promptly as possible. Without limiting the foregoing, each of the parties shall promptly provide the other party with corrections to any information provided by it for use in the Proxy Statement and Registration Statement, if and to the extent any such information shall be promptly filed with or have become false or misleading in any material respect, and Cellegy shall take all reasonable steps necessary to correct the SEC andsame and to cause the Proxy Statement and Registration Statement as so corrected to be disseminated to Cellegy’s stockholders and Adamis’ stockholders, in each case to the extent required by applicable law or regulation, disseminated to otherwise deemed appropriate by the stockholders of SuperMedia and Dexparties.
(ec) No amendment or supplement Before the Effective Time, Cellegy shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after filing, and to obtain all regulatory approvals needed to ensure that the Cellegy Common Stock to be issued and registered for resale in the Merger will (to the Joint Proxy Statement extent required) be registered or qualified or exempt from registration or qualification under the Form S-4 will be made by Dex, Newco or SuperMedia without the approval securities law of every state of the other PartiesUnited States in which any registered holder of Adamis Capital Stock has an address of record; provided, which approval however, that Cellegy shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains required (i) to qualify to do business as a Change foreign corporation in SuperMedia Recommendation, any jurisdiction in which it is not now qualified or (ii) to file a statement general consent to service of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale process in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, JSC and Newco Stone shall prepare drafts of and file with the Joint SEC the Proxy Statement, and JSC shall prepare and file with the SEC the Registration Statement (in which the Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to will be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheldincluded). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement JSC and the Form S-4. SuperMedia, Dex and Newco Stone shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities Act as soon after such filing as practicable after practicable. The Proxy Statement shall include the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights recommendation of the Board of Directors of SuperMedia Stone in favor of approval and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation adoption of this Agreement and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating Merger and the amendments to the SuperMedia Financial Advisors and Stone certificate of incorporation contemplated by Section 1.02 hereof, except to the Dex Financial Advisor (including, if requested, extent the amount Board of fees each Directors of Stone shall have withdrawn or modified its approval or recommendation of this Agreement or the SuperMedia Financial Advisors and Merger or the Dex Financial Advisor will receive upon consummation amendments to the Stone certificate of the Mergersincorporation contemplated hereby as permitted by Section 6.01(b), and the conditions for recommendation of the payment Board of such fees) Directors of JSC in favor of approval of the issuance of JSC Common Stock in the Merger and the amendments to the opinions referred JSC certificate of incorporation contemplated by Section 1.04(a) hereof, except to the extent the Board of Directors of JSC shall have withdrawn or modified its approval or recommendation of the issuance of shares of JSC Common Stock in Sections 3.18 and 4.19the Merger or the amendments to the JSC certificate of incorporation contemplated hereby as permitted by Section 6.01(b). Each of SuperMedia, Newco and Dex JSC shall use its reasonable best efforts to ensure that cause the Form S-4 and the Joint Proxy Statement comply to be mailed to its stockholders, and Stone shall use best efforts to cause the Proxy Statement to be mailed to its stockholders, in each case as to form in all material respects with promptly as practicable after the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectivelyRegistration Statement becomes effective.
(b) SuperMedia, Newco JSC and Dex Stone shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby thereby under the Securities Act and the Exchange Act and applicable state “blue sky” sky laws and the rules and regulations thereunder.
(c) SuperMedia. No filing of, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by or amendment or supplement to, the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Registration Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia JSC without providing Stone the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect opportunity to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; review and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoingcomment thereon. Each Party JSC will advise the other PartiesStone, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex the JSC Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to JSC or Stone, or any of their respective affiliates, officers or directors, should be discovered by JSC or Stone which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of JSC and Stone.
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, (i) Rorschach and Newco the Company shall prepare, and Pubco shall file, with the SEC a proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the Company Stockholders relating to the special meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider approval and adoption of (1) this Agreement and the Transactions and (2) any other proposals the Parties deem necessary to effectuate the Transactions (collectively, the “Company Proposals”); and (ii) Rorschach and the Company shall prepare drafts of and Pubco shall file with the Joint Proxy Statement and SEC a registration statement on Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed (together with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any all amendments thereto, none of the “Registration Statement”) in which the Proxy Statement shall be filed until each of Dexincluded as a prospectus, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for in connection with the preparation registration under the Securities Act of the Joint Proxy Statement shares of Pubco Common Stock to be issued pursuant to this Agreement.
(b) The Company and the Form S-4. SuperMedia, Dex and Newco Rorschach Parties each shall use their reasonable best efforts to (i) cause the Form S-4 Registration Statement when filed with the SEC to become comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement and the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing thereof and (iv) to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersTransactions. Subject Prior to and without limiting the rights effective date of the Board Registration Statement, the Rorschach Parties and the Company as and if applicable shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of Directors shares of SuperMedia Pubco Common Stock and Dex the Advisor Warrants, in each case to be issued or issuable pursuant to Section 6.12(c)this Agreement. As promptly as practicable after finalization of the Proxy Statement, the Joint Company shall mail the Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19Company Stockholders. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 Rorschach and the Joint Proxy Statement comply Company shall furnish all information, including certificates or other statements, concerning it as to form in all material respects with the rules and regulations promulgated may reasonably be requested by the SEC under the Securities Act other Party in connection with such actions and the Exchange Act, respectively.
(b) SuperMedia, Newco and Dex shall make all necessary filings with respect to preparation of the Mergers Registration Statement and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunderProxy Statement.
(c) SuperMediaNo filing of, Newco or amendment or supplement to the Proxy Statement or the Registration Statement will be made by a Rorschach Party or the Company without the approval of the other Parties (such approval not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, prior to filing with the SEC, the Company will make available to Rorschach drafts of the Registration Statements, Proxy Statement and Dex any other documents to be filed with the SEC, both preliminary and final, and drafts of any amendment or supplement to the Registration Statement, Proxy Statement or such other document and will provide Rorschach with a reasonable opportunity to comment on such drafts and shall use reasonable best efforts consider such comments in good faith. Rorschach, the Company and Pubco each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Pubco Common Stock to respond as promptly as practicable to be issued or in connection with this Agreement for offering or sale in any comments made jurisdiction, or of any request by the SEC with respect to for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the Form S-4 (and any documents or filings incorporated by reference therein)SEC for additional information. Each of SuperMedia, Newco and Dex shall provide the other Rorschach Parties and their respective counsel with the Company shall cooperate in good faith and mutually agree upon (i) such agreement not to be unreasonably withheld or delayed), any response to comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from of the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications Registration Statement and (ii) a reasonable opportunity any amendment to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by or the SEC (Registration Statement filed in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiesresponse thereto.
(d) Each of Dex, Newco Rorschach represents and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, covenants that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly Rorschach for inclusion or incorporation by reference in the Joint Proxy Registration Statement, Form S-4, the Proxy Statement or any other documents filed or to be filed with the SEC in connection with the transactions contemplated herebypro forma financial statements included therein shall not, will, as of at (i) the time such documents the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) are is first mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at Company Stockholders, (iii) the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Company Stockholders’ Meeting, respectivelyand (iv) the Company Merger Effective Time, contain any untrue statement of a material fact, fact or omit fail 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; provided, however, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of the Rorschach Parties or their Representations in connection with the preparation of the Registration Statement and the Proxy Statement for inclusion or incorporation by reference therein. Each of DexIf, Newco and SuperMedia further agrees that all at any time prior to the Company Merger Effective Time, any event or circumstance relating to Rorschach, Pubco, the Merger Subs or their respective officers or directors, should be discovered by Rorschach which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Rorschach shall promptly inform the Company. All documents that such Party Rorschach is responsible for filing with the SEC in connection with the Mergers Rorschach Merger or the other Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(e) The Company represents and covenants that the information supplied by the Company for inclusion in the Registration Statement, the Proxy Statement or any other applicable Laws pro forma financial statements included therein shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company Stockholders, (iii) the time of the Company Stockholders’ Meeting, and will not (iv) the Company Merger Effective Time, contain any untrue statement of a material fact, fact or omit fail 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; provided, however, that no representation or warranty is made by the Rorschach Parties with respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of the Company or its Representations in connection with the preparation of the Registration Statement and the Proxy Statement for inclusion or incorporation by reference therein. If, at any time prior to the SuperMedia Company Merger Effective Time, Dex, Newco any event or SuperMedia discovers any information circumstance relating to any Party, the Company or any of their respective Affiliates, its officers or directors, that directors should be discovered by the Company which should be set forth in an amendment or a supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement, so the Company shall promptly inform Rorschach. All documents that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light each of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed Company is responsible for filing with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering Company Merger or sale the other Transactions will comply as to form and substance in any jurisdictionall material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(f) At least five (5) days prior to Closing, the Parties shall mutually begin preparing a draft Current Report on Form 8-K in connection with and announcing the Closing, together with, or any request incorporating by reference, such information that is or may be required to be disclosed with respect to the SEC for amendment transactions contemplated hereby pursuant to Form 8-K (the “Closing Form 8-K”). Prior to the Closing, the Parties shall prepare a mutually agreeable press release announcing the consummation of the Joint Proxy Statement or transactions contemplated hereby (“Closing Press Release”). Concurrently with the Closing, Pubco shall distribute the Closing Press Release, and within four (4) Business Days after the Closing, Pubco shall file the Closing Form S-48-K with the SEC.
Appears in 1 contract
Sources: Business Combination Agreement (Sonnet BioTherapeutics Holdings, Inc.)
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, Comcast and Newco MediaOne shall prepare drafts of and file the Joint Proxy Statement with the SEC, and Form S-4 Comcast shall prepare and Dex, Newco and SuperMedia shall cooperate to cause file the Joint Registration Statement (in which the Proxy Statement and Form S-4 to will be filed included) with the SEC. SuperMedia shall have a reasonable opportunity to review Comcast and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco MediaOne shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities 1933 Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersMerger. Subject to and without limiting The Proxy Statement shall include the rights recommendation of the Board of Directors of SuperMedia MediaOne in favor of approval and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation adoption of this Agreement and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating Merger, except to the SuperMedia Financial Advisors and extent the Dex Financial Advisor (including, if requested, the amount Board of fees each Directors of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation MediaOne shall have withdrawn or modified its approval or recommendation of the Mergersthis Agreement as permitted by Section 6.2(b), and the conditions for recommendation of the payment Board of such fees) and Directors of Comcast in favor of approval of the issuance of Comcast Common Stock in the Merger and, if necessary, the amendment to the opinions referred to in Sections 3.18 and 4.19Comcast articles of incorporation contemplated by Section 2.3 hereof. Each of SuperMedia, Newco and Dex Comcast shall use its reasonable best efforts to ensure that cause the Form S-4 Proxy Statement to be mailed to its stockholders, and MediaOne shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders, in each case as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Joint Registration Statement and advise one another of any oral comments received from the SEC. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities 1933 Act and the Exchange 1934 Act, respectively.
(b) SuperMedia, Newco Comcast and Dex MediaOne shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby thereby under the Securities 1933 Act and the Exchange 1934 Act and applicable state “blue sky” sky laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party party will advise the other Partiesother, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex the Comcast Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. No amendment or supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of both parties hereto, which approval shall not be unreasonably withheld or delayed. If at any time prior to the Effective Time, any information relating to Comcast or MediaOne, or any of their respective Affiliates, officers or directors, should be discovered by Comcast or MediaOne that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, 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 notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Comcast and MediaOne.
Appears in 1 contract
Sources: Merger Agreement (Comcast Corp)
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution and Newco delivery of this Agreement, (i) SPAC and the Company shall jointly prepare drafts of and the Joint Proxy Statement and Form S-4 and DexCompany shall file with the SEC, Newco and SuperMedia mutually acceptable materials which shall cooperate to cause include the Joint Proxy Statement and Form S-4 proxy statement to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (ii) the Company shall have a reasonable opportunity to review prepare, with the assistance of SPAC, and comment upon file with the Joint SEC the Registration Statement, in which the Proxy Statement and Form S-4 and any amendments theretowill be included as a prospectus (the “Proxy Statement/Prospectus”), none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for in connection with the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective registration under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19Company Class A Ordinary Shares. Each of SuperMedia, Newco SPAC and Dex the Company shall use its reasonable best efforts to ensure that cause the Form S-4 and Registration Statement, including the Joint Proxy Statement Statement/Prospectus, when filed with the SEC, to comply as to form in all material respects with the rules and regulations promulgated by the SEC SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Transactions. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with SPAC in connection with the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). The Company also agrees to use its reasonable best efforts to obtain all necessary state Securities Laws or “blue sky” permits and approvals required to carry out the Transactions, and SPAC shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of SPAC and the Company agrees to furnish to the other Party and its Representatives all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, including the Proxy Statement/Prospectus, any filing required pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC or the Company to any regulatory authority (including the applicable Stock Exchange) in connection with the Merger and the Transactions (the “Transaction Filings”). SPAC will cause the Proxy Statement to be mailed to the SPAC Shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act, respectively.
(b) SuperMediaTo the extent not prohibited by applicable Law, Newco and Dex shall make all necessary filings with respect to the Mergers and Company will advise SPAC, reasonably promptly after the transactions contemplated hereby under Company receives notice thereof, of the Securities Act and time when the Exchange Act and applicable state “blue sky” laws and Registration Statement has become effective or any supplement or amendment has been filed, of the rules and regulations thereunder.
(c) SuperMediaissuance of any stop order or the suspension of the qualification of the Company Class A Ordinary Shares for offering or sale in any jurisdiction, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to of the initiation or written threat of any comments made proceeding for any such purpose, or of any request by the SEC with respect for the amendment or supplement of the Registration Statement or for additional information. To the extent not prohibited by applicable Law, SPAC and its counsel, on the one hand, and the Company and its counsel, on the other hand, shall be given a reasonable opportunity to review and comment on the Joint Registration Statement, the Proxy Statement and any Transaction Filings each time before any such document is filed with the Form S-4 SEC, and neither the Company nor SPAC shall make any filing of the Registration Statement, the Proxy Statement or any other Transaction Filings without the prior written approval of the other Party (and any documents such approval not to be unreasonably withheld, conditioned or filings incorporated by reference thereindelayed). Each of SuperMediaTo the extent not prohibited by applicable Law, Newco the Company, on the one hand, and Dex SPAC, on the other hand, shall provide the other Parties Party and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party SPAC or its counsel or the Company or its counsel, as the case may be, may receive from time to time from the SEC or its staff with respect to the Joint Registration Statement, the Proxy Statement or the Form S-4, as applicable, any Transaction Filings promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after of SPAC or the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMediaCompany, as applicable, expressly for inclusion to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, to the extent reasonably practicable, by participating with SPAC or incorporation by reference its counsel or the Company or its counsel, as the case may be, in any discussions or meetings with the Joint Proxy StatementSEC. Notwithstanding anything to the contrary in this Agreement, Form S-4, or any other documents filed or each of the Company and SPAC shall cooperate and mutually agree upon (such agreement not to be filed with unreasonably withheld, conditioned or delayed) any response to comments of the SEC in connection with respect to the transactions contemplated hereby, will, as of the time such documents (Transaction Filings or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein Transaction Filings filed in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, response thereto.
(c) If at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers Time any information relating to any Partythe Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directorsSPAC, that should which is required to be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party that which discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable Law, disseminated to the stockholders of SuperMedia and DexSPAC Shareholders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Proxy Statement; Registration Statement. (ai) Dex Acquiror will advise the Companies and Newco shall prepare drafts the Holder Representatives, promptly after any request by the SEC for the amendment or supplement of the Joint Acquiror Extension Proxy Statement or for additional information. The Companies, the Holder Representatives and Form S-4 and Dex, Newco and SuperMedia their respective counsel shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed with the SEC. SuperMedia shall have given a reasonable opportunity to review and comment upon on any amendment or supplement to the Joint Acquiror Extension Proxy Statement and Form S-4 and any amendments theretofiling, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing notice or application in connection therewith (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c)collectively, the Joint “Acquiror Extension Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees Materials”) each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of time before any such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects document is filed with the rules SEC, Acquiror shall give reasonable and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable good faith consideration to any comments made by the SEC with respect Companies, the Holder Representatives and their respective counsel and shall include in any such Acquiror Extension Proxy Materials all comments reasonably proposed by any Company, any Holder Representative or any of their respective counsel and Acquiror shall not file or mail any such Acquiror Extension Proxy materials prior to receiving the Joint Proxy Statement prior written approval of Panavision, SIM, the Panavision Holder Representative and the Form S-4 SIM Holder Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that the Acquiror may file and any documents mail the Acquiror Extension Proxy Materials that are substantially in the form filed by Acquiror with the SEC on August 30, 2018 without providing the Companies, the Holder Representatives and their respective counsel opportunity to comment or filings incorporated by reference therein)approve such filing and mailing. Each of SuperMedia, Newco and Dex Acquiror shall (A) provide the other Parties Companies, the Holder Representatives and their respective counsel with (ix) any written comments or other communications, whether written or oral, information regarding material oral communications that such Party Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Acquiror Extension Proxy Statement or the Form S-4, as applicable, Acquiror Extension Proxy Materials promptly after receipt of those comments or other communications and (iiy) a reasonable opportunity to participate in the response of Acquiror to those comments. comments and to provide comments on that response (to which reasonable and good faith consideration shall be given and any such comments that are reasonably proposed shall be included in such response), including by participating with Acquiror or its counsel in any discussions or meetings with the SEC, and (B) not, and shall cause its Affiliates (including Sponsor) and its and their respective Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Authority regarding the Acquiror Extension Proxy Statement or any Acquiror Extension Proxy Materials without first consulting with Panavision and the Panavision Holder Representative and providing Panavision and the Panavision Holder Representative the opportunity to participate.
(ii) As promptly as practicable after the clearance (which shall include upon expiration date of this Agreement and the availability of the 10financial information to be delivered by the Companies pursuant to Section 8.7(b), Acquiror shall prepare and file with the SEC (A) a proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-day period after filing Closing Acquiror Holders relating to the Acquiror Shareholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Shareholder Meeting Proxy Statement” and, together with the Acquiror Extension Proxy Statement, collectively, the “Proxy Statements”) and (B) the Registration Statement, in which the Shareholder Meeting Proxy Statement will be included as a prospectus. Acquiror, the Companies, the SIM Sellers and the Holder Representatives agree to use reasonable best efforts to cooperate, and to use reasonable best efforts to cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective Representatives in the event the SEC does not review the Joint Proxy Statement) preparation of the Joint Shareholder Meeting Proxy Statement and Form S-4 the Registration Statement. Each of Acquiror, the Companies, the SIM Sellers and the Holder Representatives shall use its reasonable best efforts to cause the Shareholder Meeting Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Acquiror also agrees to use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, and each of the Companies, the SIM Sellers and the Holder Representatives shall promptly furnish all information concerning any member of the applicable Company Group and any of the Panavision Holders or the SIM Sellers, as applicable, as may be reasonably requested in connection with any such action. Each of Acquiror, the Companies, the SIM Sellers and the Holder Representatives agrees to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary or advisable or as may be reasonably requested, in connection with and for inclusion in the Shareholder Meeting Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Acquiror, the Companies, the SIM Sellers, the Holder Representatives or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Transactions (including any amendment or supplement to the Shareholder Meeting Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). Acquiror will advise the Companies and the Holder Representatives, promptly after Acquiror receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Shareholder Meeting Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. The Companies, the Holder Representatives and their respective counsel shall be given a reasonable opportunity to review and comment on the Shareholder Meeting Proxy Statement, Registration Statement and any Offer Document each time before any such document is filed with the SEC, Acquiror shall give reasonable and good faith consideration to any comments made by the Companies, the Holder Representatives and their respective counsel and shall include in such Registration Statement or other Offer Documents all comments reasonably proposed by any Company, any Holder Representative or any of their respective counsel and Acquiror shall not file or mail any such document prior to receiving the prior written approval of Panavision, SIM, the Panavision Holder Representative and the SIM Holder Representative (such consent not to be unreasonably withheld, conditioned or delayed). Acquiror shall (A) provide the Companies, the Holder Representatives and their respective counsel with (x) any written comments or information regarding material oral communications that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Shareholder Meeting Proxy Statement, the Registration Statement or the Offer Documents promptly after receipt of those comments or other communications and (y) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given and any such comments that are reasonably proposed shall be included in such response), including by participating with Acquiror or its counsel in any event no more than five discussions or meetings with the SEC, and (5B) business days after such clearance)not, each of SuperMedia and Dex shall mail cause its Affiliates (including Sponsor) and its and their respective Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Authority regarding the Joint Shareholder Meeting Proxy Statement, the Registration Statement or any other Offer Documents without first consulting with Panavision and all other proxy materials the Panavision Holder Representative and providing Panavision and the Panavision Holder Representative the opportunity to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiesparticipate.
(diii) Each of DexAcquiror, Newco the Companies, the SIM Sellers and SuperMedia agrees, as the Holder Representatives shall use commercially reasonable efforts to it and its Affiliates, directors, officers, employees, agents or representatives, ensure that none of the information supplied related to him, her or to be it or any of his, her or its Affiliates, supplied by Dexor on his, Newco her or SuperMedia, as applicable, expressly its behalf for inclusion or incorporation by reference in the Joint (A) either Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, Statement will, as of the time such documents (or any amendment thereof or supplement thereto) are date it is first mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and Pre-Closing Acquiror Holders, at the time of the SuperMedia Stockholders Acquiror Extension Shareholders’ Meeting and or the Dex Stockholders Acquiror Shareholders’ Meeting, respectivelyas applicable, or (B) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in order light of the circumstances under which they are made, not misleading.
(iv) If, at any time prior to the Effective Time, in the case of the Shareholder Meeting Proxy Statement or the Registration Statement or, at any time prior to the Acquiror Extension Shareholders’ Meeting, in the case of the Acquiror Extension Proxy Statement, any information relating to Acquiror, the Companies, the SIM Sellers, the Holder Representatives, any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Pre-Closing Company Holders is discovered by any of Acquiror, the Companies or the Holder Representatives and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement 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. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party party that discovers that such information shall promptly notify the other parties and an appropriate amendment or supplement describing that such information shall shall, subject to the other provisions of this Section 10.1(a), be promptly filed by Acquiror with the SEC and, to the extent required by law or regulationLaw, disseminated to the stockholders of SuperMedia and DexPre-Closing Acquiror Holders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Sources: Business Combination Agreement (Saban Capital Acquisition Corp.)
Proxy Statement; Registration Statement. (a) Dex As promptly as reasonably practicable after the date of this Agreement, PAQC and Newco the Company shall prepare drafts jointly prepare, and the Company shall file with the SEC the Registration Statement, in which a preliminary proxy statement in connection with the Mergers to be sent to the Pre-Closing PAQC Holders relating to the PAQC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the Joint Proxy Statement approval of the Transaction Proposals will be included as a prospectus. PAQC and Form S-4 the Company shall use commercially reasonable efforts to cooperate, and Dexcause their respective Subsidiaries, Newco as applicable, to reasonably cooperate, with each other and SuperMedia shall cooperate to cause the Joint Proxy Statement their respective representatives, advisers and Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for counsels in the preparation of the Joint Proxy Statement and the Form S-4Registration Statement. SuperMedia, Dex PAQC and Newco the Company shall use their commercially reasonable best efforts to cause the Form S-4 Proxy Statement and the Registration Statement to become comply with the rules and regulations promulgated by the SEC, respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement and the Registration Statement, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation Mergers and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors other transactions contemplated hereby.
(b) PAQC and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors Company shall use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and the Dex Financial Advisor will receive upon consummation of approvals required to carry out the Mergers, and the conditions for Company and PAQC shall promptly furnish all information concerning the payment of Company and PAQC respectively as may be reasonably requested in connection with any such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunderaction.
(c) SuperMedia, Newco Each of PAQC and Dex the Company shall use reasonable best efforts to respond promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and shareholders, as promptly applicable, and such other matters, in each case, as practicable to may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any comments other statement, filing, notice or application made by or on behalf of PAQC and the Company or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Mergers and the other transactions contemplated hereby (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”).
(d) The Company shall notify PAQC, promptly after the Company receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Company Class A Ordinary Shares or other securities of the Company for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. PAQC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Joint Proxy Statement, the Registration Statement or the other Offer Documents and any amendment filed in response thereto.
(e) Without limiting the generality of Section 9.04(d), the Company shall initially include in the Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with Registration Statement: (i) any comments or other communicationsthe audited consolidated balance sheets and statements of comprehensive income, whether written or oralequity and cash flows of the Company and its Subsidiaries as of and for the years ended December 31, that 2020 and December 31, 2019 prepared in accordance with IFRS, together with the auditor’s consents to use such Party or its counsel may receive from time to time from financial statements and reports (the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4“Audited IFRS Financial Statements”), as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity the unaudited consolidated balance sheet and statements of comprehensive income, equity and cash flows of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 prepared in accordance with IFRS, together with the auditor’s consents to participate use such financial statements and reports (the “Interim IFRS Financial Statements” and, together with the Audited IFRS Financial Statements, the “IFRS Financial Statements”); provided that if (x) the Registration Statement is declared effective by the SEC after March 31, 2022 or (y) requested by the SEC, the Interim IFRS Financial Statements initially included in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 the Registration Statement shall be replaced with the audited consolidated balance sheets and statements of comprehensive income, equity and cash flows of the Company and its Subsidiaries as of and for the year ended December 31, 2021 prepared in accordance with IFRS, together with the auditor’s reports and consents to use such financial statements and reports (the “2021 Audited IFRS Financial Statements”) and any other financial statements required by the SEC (to be included in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Registration Statement and/or the Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiesStatement.
(df) Each of Dex, Newco PAQC and SuperMedia agrees, as the Company shall use commercially reasonable efforts to it and its Affiliates, directors, officers, employees, agents or representatives, ensure that none of the information supplied related to it or to be any of its Affiliates, supplied by Dex, Newco it or SuperMedia, as applicable, expressly on its behalf for inclusion or incorporation by reference in (i) the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, Statement will, as of the time such documents (or any amendment thereof or supplement thereto) are date it is first mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and Pre-Closing PAQC Holders, or at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders PAQC Extraordinary General Meeting, respectivelyor (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Second Merger Effective Time, in either case, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein in order or necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. .
(g) If, at any time prior to the SuperMedia Second Merger Effective Time, Dex, Newco or SuperMedia discovers any information relating to any PartyPAQC, the Company, or any of their respective Subsidiaries, Affiliates, officers directors or directorsofficers, that should as applicable, or the Company Shareholders is discovered by any of PAQC or the Company and is required to be set forth in an amendment or supplement to either the Joint Proxy Statement or the Form S-4Registration Statement, so that none of those documents the Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, in the light of the circumstances under which they were made, not misleading, the Party that discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that such information shall shall, subject to the other provisions of this Section 9.04, be promptly filed by the Company with the SEC and, to the extent required by law or regulationApplicable Law, disseminated to the stockholders of SuperMedia and DexPre-Closing PAQC Holders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex and Newco As promptly as practicable after the execution of this Agreement, Parent with the assistance of Company shall prepare drafts and Parent shall file with the SEC the Proxy Statement/Prospectus relating to the solicitation of proxies from Parent Stockholders to authorize (i) Parent Authorized Stock Increase so as to permit the issuance of Parent Common Stock pursuant to the Merger and (ii) Parent Authorized Name Change. Parent shall prepare and file with the SEC the Form S-4 Registration Statement in which the Proxy Statement shall be included as a prospectus (a) in connection with the registration under the Securities Act of (i) the shares of Parent Common Stock to be issued to Company Stockholders pursuant to the Merger, and (ii) the Parent Common Stock issuable upon exercise of the Joint Proxy Statement options, warrants and Form S-4 exchangeable securities to purchase Company Common Stock which become options, warrants and Dexexchangeable securities to purchase Parent Company Stock by virtue of the Merger, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed (b) in connection with the SEC. SuperMedia shall have a reasonable opportunity registration for resale, subject to review the provisions of Company Lock-Up and comment upon Voting Agreements, of the Joint Proxy Statement and Form S-4 shares of Parent Common Stock issued to the Principal Stockholders and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree other "affiliates" (as referred to such filing (which shall not be unreasonably withheld)in Section 7.11) in the Merger. Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement Company and the Form S-4. SuperMedia, Dex and Newco Parent shall use their its reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities Act as soon promptly as practicable after and, prior to the filing thereof and to keep effective date of the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c)Registration Statement, the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex Parent shall use its reasonable best efforts to ensure take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. In the event that Company does not elect to pay the legal costs described in paragraph 14 of the non-binding letter of intent referred to in Section 10.10. This Agreement shall be terminated forthwith which shall be deemed a termination under Article IX. Each of Company and Parent shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Form S-4 Registration Statement and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectivelyStatement.
(b) SuperMedia, Newco Each of Company and Dex Parent shall make all necessary filings with respect give the other party and its counsel a reasonable opportunity to review and comment on any amendment or supplement to the Mergers Proxy Statement or Form S-4 Registration Statement prior to filing any amendment or supplement with the SEC, and the transactions contemplated hereby under the Securities Act reasonable and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex good faith consideration shall use reasonable best efforts to respond as promptly as practicable be given to any comments made by the SEC with respect to the Joint Proxy Statement other party and the Form S-4 (and any documents or filings incorporated by reference therein)its counsel. Each of SuperMedia, Newco Company and Dex Parent shall (i) promptly provide the other Parties party and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party it or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the and Form S-4, as applicable, S-4 Registration Statement promptly after receipt of those comments or other communications and (ii) provide the other party with a reasonable opportunity to participate in the response to those commentscomments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. As promptly as practicable after Neither Company nor Parent shall make any amendment or supplement to the clearance (which shall include upon expiration Proxy Statement or the Form S-4 Registration Statement without the approval of the 10-day period other party (such approval not to be unreasonably withheld or delayed). Each of Company and Parent will advise the other, promptly after filing in the event the SEC does not review the Joint Proxy Statement) it receives notice thereof, of the Joint Proxy Statement and time at which the Form S-4 by Registration Statement has become effective or any supplement or amendment has been filed, of the SEC (issuance of any stop order, of the suspension of the qualification of the shares of Parent Common Stock issuable pursuant to the Merger for offering or sale in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiesjurisdiction.
(dc) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the The information supplied or to be supplied by Dex, Newco or SuperMediaCompany and Parent, as applicable, expressly for inclusion or incorporation by reference in the Joint Form S-4 Registration Statement and the Proxy StatementStatement shall not, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of (i) at the time such documents the Form S-4 Registration Statement is declared effective, (ii) at the time the Proxy Statement (or any amendment thereof or supplement thereto) are is first mailed to the holders of shares of SuperMedia Common Stock Company Stockholders and Dex Common Stock and Parent Stockholders or (iii) at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Parent Stockholders' Meeting, respectively, contain any untrue statement of a material fact, fact or omit fail 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. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco any event or SuperMedia discovers any information circumstance relating to any PartyCompany and its Subsidiaries, in the case of Company, or any to Parent and its Subsidiaries, in the case of Parent, or their respective Affiliates, officers or directors, should be discovered by Company or Parent that should be set forth in an amendment or a supplement to the Joint Form S-4 Registration Statement or Proxy Statement or the Form S-4, so that none any of those such documents would include will not contain any misstatement untrue statement of a material fact or omit to state any material fact necessary in order to make the statements in any such documenttherein, in the light of the circumstances under which they were made, not misleading, the Party that discovers that information Company or Parent, as applicable, shall promptly notify inform the other parties and an appropriate amendment or supplement describing party. All documents that information shall be promptly filed Parent is responsible for filing with the SEC and, in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.
(d) Each of Company and Parent shall use its reasonable best efforts to cause to be delivered to the extent required by law or regulationother party two letters from their respective independent accountants, disseminated one dated approximately as of the date the Form S-4 Registration Statement is declared effective and one dated approximately as of the Closing Date, each addressed to the stockholders of SuperMedia other party, in form and Dexsubstance reasonably satisfactory to the other party and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements on Form S-4 under the Securities Act.
(e) No amendment or supplement Each of Company and Parent shall use its reasonable best efforts to cause to be delivered to the Joint Proxy Statement or other party consents from their respective independent accountants, dated the date on which the Form S-4 will be made by DexRegistration Statement is declared effective or a date not more than two (2) days prior to such date, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating form reasonably satisfactory to the other Party or its business, financial condition or results of operations; party and provided, further, that SuperMedia, customary in scope and substance for consents delivered by independent public accountants in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the registration statements on Form S-4 has become effective or any supplement or amendment has been filed, under the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Securities Act.
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, Parent and Newco the Company shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4Registration Statement, the Company shall file the Proxy Statement with the SEC, and Parent shall file the Registration Statement (in which the Proxy Statement shall be included) with the SEC, and Parent and the Company shall cooperate with each other and use their respective reasonable best efforts in connection with the foregoing. SuperMediaIn addition, Dex Parent and Newco the Company shall use their respective reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities Act and the Proxy Statement to be cleared by the SEC, in each case as soon after such filing as practicable after the filing thereof practicable, and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex RecommendationMerger. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex Company shall use its reasonable best efforts to ensure that cause the Form S-4 Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Registration Statement becomes effective. Parent and the Joint Company shall promptly provide to each other copies of, consult with each other regarding and together prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement or the Registration Statement and shall advise each other of any oral SEC comments. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMedia, Newco Parent and Dex the Company shall make all necessary filings with respect to the Mergers Merger and the other transactions contemplated hereby under the Securities Act and Act, the Exchange Act and applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder. Parent and the Company shall advise the other party, promptly after receipt of notice thereof, of the time of the effectiveness of the Registration Statement, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of Parent Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any SEC request for amendment to the Proxy Statement or the Registration Statement, SEC comments thereon and each party’s responses thereto or SEC request for additional information. No amendment or supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by the Company or Parent which are incorporated by reference in the Proxy Statement and/or the Registration Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco Parent or SuperMedia discovers the Company should discover any information relating to any Partyeither party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement, so that none of those such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, in light of the circumstances under which they were made, not misleading, the Party party that discovers that such information shall promptly notify the other parties party hereto and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationApplicable Law, disseminated to the stockholders of SuperMedia and Dexthe Company.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Sources: Merger Agreement (Commonwealth Telephone Enterprises Inc /New/)
Proxy Statement; Registration Statement. (ai) Dex As promptly as practicable after the execution of this Agreement, (A) SPAC and Newco the Company shall jointly prepare drafts of and SPAC shall file with the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 SEC a proxy statement to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (B) SPAC and the Company shall have a reasonable opportunity to review jointly prepare and comment upon the Joint Company shall file with the SEC the Registration Statement, in which the Proxy Statement and Form S-4 and any amendments theretowill be included as a prospectus (the “Proxy Statement/Prospectus”), none in connection with the registration under the Securities Act of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld)the Registrable Securities. Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement SPAC and the Form S-4. SuperMedia, Dex and Newco Company shall use their its reasonable best efforts to cause the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, when filed with the SEC, to become comply in all material respects with all applicable Laws, the applicable requirements of the Securities Act and Exchange Act and rules and regulations promulgated by the SEC, to respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 Registration Statement, effective as long as is necessary to consummate the MergersTransactions. Subject Prior to and without limiting the rights effective date of the Board of Directors of SuperMedia and Dex pursuant Registration Statement, each Party also agrees to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that obtain all necessary state Securities Laws or “blue sky” permits and approvals required to carry out the Form S-4 Transactions, and each Party shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of SPAC and the Joint Proxy Statement comply Company agrees to furnish to the other Party and its Representatives all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders and other equityholders and information regarding such other matters as to form may be reasonably necessary or advisable or as may be reasonably requested in all material respects connection with the rules and regulations promulgated by the SEC under the Securities Act Registration Statement and the Proxy Statement/Prospectus, including a current report on Form 8-K pursuant to the Exchange ActAct in connection with the Transactions, respectively.
or any other statement, filing, notice or application made by or on behalf of SPAC, the Company or their respective Affiliates to any regulatory authority (bincluding the Stock Exchange) SuperMedia, Newco and Dex shall make all necessary filings in connection with respect to the Mergers and the transactions contemplated hereby Transactions (the “Transaction Filings”). As promptly as practicable after the Registration Statement is declared effective under the Securities Act and Act, SPAC shall mail the Exchange Act and applicable state “blue sky” laws and Proxy Statement/Prospectus to the rules and regulations thereunderSPAC Shareholders.
(cii) SuperMediaAny filing of, Newco or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be mutually prepared and Dex agreed upon by the Parties. The Company will promptly advise SPAC of the time when the Company has filed the preliminary Registration Statement, the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of the SEC’s determination whether to review the Registration Statement, in the event the preliminary Registration Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. SPAC and its counsel, on the one hand, and the Company and its counsel, on the other hand, shall use be given a reasonable best efforts opportunity to respond as promptly as practicable review and comment on the Registration Statement and any amendment or supplement thereto, and any Transaction Filings each time before any such document is filed with the SEC, and the other Party shall give reasonable and good faith consideration to any comments made by SPAC and its counsel or the SEC with respect to Company and its counsel, as applicable. The Company, on the Joint Proxy Statement one hand, and SPAC, on the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMediaother hand, Newco and Dex shall provide the other Parties Party and their respective its counsel with (iA) any comments or other communications, whether written or oral, that such Party SPAC or its counsel or the Company or its counsel, as the case may be, may receive from time to time from the SEC or its staff with respect to the Joint Registration Statement, the Proxy Statement Statement/Prospectus or the Form S-4, as applicable, any Transaction Filings promptly after receipt of those comments or other communications and (iiB) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after of SPAC or the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMediaCompany, as applicable, expressly for inclusion to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, to the extent reasonably practicable, by participating with SPAC or incorporation by reference its counsel or the Company or its counsel, as the case may be, in the Joint Proxy Statement, Form S-4, any discussions or any other documents filed or to be filed meetings with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents SEC.
(or any amendment thereof or supplement theretoiii) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, If at any time prior to the SuperMedia Second Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Partythe Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directorsSPAC, that should which is required to be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement/Prospectus, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, in light of the circumstances under which they were made, not misleading, the Party that discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that and/or correcting such information shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable Law, disseminated to the stockholders of SuperMedia and DexSPAC Shareholders.
(eiv) No amendment All documents that the Company or supplement to SPAC is responsible for filing with the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable SEC in connection with the Mergers for offering or sale Transactions shall comply as to form and substance in any jurisdiction, or any request by all material respects with the SEC for amendment applicable requirements of the Joint Proxy Statement or Securities Act and the Form S-4rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Cartica Acquisition Corp)
Proxy Statement; Registration Statement. (a) Dex and Newco shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not Table of Contents review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.. Table of Contents
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, UCU and Newco shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia Company shall cooperate to cause the Joint Proxy Statement in preparing and Form S-4 to be filed filing with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon SEC the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4Registration Statement (in which the Proxy Statement will be included). SuperMedia, Dex UCU and Newco the Company shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement UCU shall also include all material disclosure relating take such action as may be reasonably required to cause the SuperMedia Financial Advisors and shares of UCU Common Stock issuable in connection with the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and Merger to the opinions referred be registered or to in Sections 3.18 and 4.19obtain an exemption from registration under applicable state "blue sky" or securities laws. Each of SuperMedia, Newco the Company and Dex UCU shall use its reasonable best efforts to ensure furnish all information concerning itself that is required or customary for inclusion in the Form S-4 Proxy Statement and the Joint Registration Statement. No representation, covenant or agreement contained in this Agreement is made by the Company or UCU with respect to information supplied by the other for inclusion in the Proxy Statement or the Registration Statement. The Company and UCU shall take such actions as may be reasonably required to cause the Proxy Statement and the Registration Statement to comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger, respectivelyexcept to the extent the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement and the Merger as permitted by Section 6.01(b). The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders, as promptly as practicable after the Registration Statement becomes effective.
(b) SuperMedia, Newco UCU and Dex the Company shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby thereby under the Securities Act and the Exchange Act and applicable state “blue sky” sky laws and the rules and regulations thereunder.
(c) SuperMedia. No filing of, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by or amendment or supplement to, the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Registration Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco UCU or SuperMedia the Company without the approval of providing the other Parties, which approval shall not be unreasonably withheld party the opportunity to review and comment thereon. UCU or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party Company will advise the other Partiesparty, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex the UCU Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to UCU or the Company, or any of their respective affiliates, officers or directors, should be discovered by UCU or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of UCU and the Company.
(c) The Company shall use best efforts to cause to be delivered to the Company and UCU a letter of PricewaterhouseCoopers LLP dated a date within two (2) business days before the effective date of the Registration Statement and addressed to the Company and UCU, in form and substance reasonably satisfactory to the Company and UCU and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement and Registration Statement.
(d) UCU shall use best efforts to cause to be delivered to the Company and UCU a letter of Arthur Andersen LLP dated a date within two (2) bu▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ore the effective date of the Registration Statement and addressed to UCU and the Company, in form and substance reasonably satisfactory to UCU and the Company and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement and Registration Statement.
(e) It shall be a condition to the mailing of the Proxy Statement to the stockholders of the Company that the Company shall have received an opinion from Salomon Smith Barney Inc., dated the date of the Pr▇▇▇ ▇▇▇▇▇▇▇▇▇, to the effect that, as of the date thereof, the Merger Consideration is fair to the holders of Company Common Stock.
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex and Newco As promptly as practicable after the date of this Agreement, LCS shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon Commission the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree with respect to such filing (which shall not be unreasonably withheld)the Authorization Increase. Each Party of LCS and CSI shall furnish all information concerning it and the holders of its capital stock as the other may reasonably necessary for request in connection with the preparation of the Joint Proxy Statement Statement. Each of LCS and the Form S-4. SuperMedia, Dex and Newco CSI shall use their all reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act Commission and the Exchange Act, respectively.
(b) SuperMedia, Newco and Dex LCS shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by of the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC Commission or its staff with respect to relating thereto. LCS will cause the Joint Proxy Statement or the Form S-4, to be mailed to LCS's stockholders as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance Registration Statement is declared effective under the Securities Act..
(which shall include upon expiration of b) If at any time prior to the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in Effective Time any event no more than five (5) business days after such clearance)or circumstance relating to LCS, each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials any LCS subsidiary or their respective directors or officers is discovered by LCS which is required to be set forth in an amendment or supplement to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other LCS shall promptly inform CSI. All documents filed or to be filed that LCS is responsible for filing with the SEC Commission in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers hereby will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, Act.
(c) If at any time prior to the SuperMedia Effective Time, Dex, Newco Time any event or SuperMedia discovers any information circumstance relating to CSI, any Party, CSI subsidiary or any of their respective Affiliates, directors or officers or directors, that should is discovered by CSI which is required to be set forth in an amendment or supplement to the Joint Proxy Statement or Statement, CSI shall promptly inform LCS. All documents that CSI is responsible for filing with the Form S-4, so that none of those documents would include any misstatement of a Commission in connection with the transaction contemplated herein will comply as to form and substance in all material fact or omit to state any material fact necessary to make respects with the statements in any such document, in light applicable requirements of the circumstances under which they were made, not misleading, Securities Act and the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and DexExchange Act.
(ed) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party LCS will advise the other PartiesCSI promptly, promptly after it receives notice thereof, of the time when the Form S-4 Commission's staff has become effective or any supplement or amendment notified LCS that it has been filedno additional comments relating to the Proxy Statement, , the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC Commission for amendment of the Joint Proxy Statement or comments thereon or responses thereto, or that any supplement or amendment to the Form S-4Proxy Statement has been filed.
Appears in 1 contract
Sources: Merger Agreement (LCS Golf Inc)
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, Parent and Newco the Company shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4Registration Statement, the Company shall file the Proxy Statement with the SEC, and Parent shall file the Registration Statement (in which the Proxy Statement shall be included) with the SEC, and Parent and the Company shall cooperate with each other and use their respective reasonable best efforts in connection with the foregoing. SuperMediaIn addition, Dex Parent and Newco the Company shall use their respective reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities Act and the Proxy Statement to be cleared by the SEC, in each case as soon after such filing as practicable after the filing thereof practicable, and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex RecommendationMerger. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex Company shall use its reasonable best efforts to ensure that cause the Form S-4 Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Registration Statement becomes effective. Parent and the Joint Company shall promptly provide to each other copies of, consult with each other regarding and together prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement or the Registration Statement and shall advise each other of any oral SEC comments. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMedia, Newco Parent and Dex the Company shall make all necessary filings with respect to the Mergers Merger and the other transactions contemplated hereby under the Securities Act and Act, the Exchange Act and applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder. Parent and the Company shall advise the other party, promptly after receipt of notice thereof, of the time of the effectiveness of the Registration Statement, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of Parent Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any SEC request for amendment to the Proxy Statement or the Registration Statement, SEC comments thereon and each party’s responses thereto or SEC request for additional information. No amendment or supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by the Company or Parent which are incorporated by reference in the Proxy Statement and/or the Registration Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco Parent or SuperMedia discovers the Company should discover any information relating to any Partyeither party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement, so that none of those such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, in light of the circumstances under which they were made, not misleading, the Party party that discovers that such information shall promptly notify the other parties party hereto and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationApplicable Law, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval Company. Table of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.Contents
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex and Newco As promptly as practicable after the date hereof, Parent shall prepare drafts of and file the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Registration Statement (in which the Proxy Statement and Form S-4 to will be filed included) with the SEC. SuperMedia Each of Parent and the Company shall have furnish all information as may be reasonably requested by the other in connection with any such the preparation and filing of the Proxy Statement and Registration Statement. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement will be made by Parent without providing the Company a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld)thereon. Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco Parent shall use their commercially reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities 1933 Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersMerger. Subject to Section 7.03(b) and without limiting (c) above, the rights Proxy Statement shall include the recommendation of the Board of Directors of SuperMedia Parent in favor of approval and Dex pursuant adoption of this Agreement and the Merger and the Amendment to Section 6.12(c), the Joint Articles as well as any other proposals required to be approved with respect thereto by the rules of The NASDAQ Stock Market LLC. Parent shall use reasonable efforts to cause the Proxy Statement to be mailed to its shareholders as promptly as practicable after the Registration Statement becomes effective. Parent shall include promptly provide copies, consult with the SuperMedia Recommendation Company and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Dex RecommendationRegistration Statement and advise the Company of any oral comments received from the SEC. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex Parent shall use its commercially reasonable best efforts to ensure that the Form S-4 Registration Statement and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities 1933 Act and the Exchange 1934 Act, respectively.
(b) SuperMedia, Newco and Dex Parent shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby under the Securities 1933 Act and the Exchange 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party Parent will advise the other PartiesCompany, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common the Parent Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement 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 hereto that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the shareholders of Parent.
Appears in 1 contract
Sources: Merger Agreement (INFOSONICS Corp)
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, UCU and Newco shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia Company shall cooperate to cause the Joint Proxy Statement in preparing and Form S-4 to be filed filing with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon SEC the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4Registration Statement (in which the Proxy Statement will be included). SuperMedia, Dex UCU and Newco the Company shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement UCU shall also include all material disclosure relating take such action as may be reasonably required to cause the SuperMedia Financial Advisors and shares of UCU Common Stock issuable in connection with the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and Merger to the opinions referred be registered or to in Sections 3.18 and 4.19obtain an exemption from registration under applicable state "blue sky" or securities laws. Each of SuperMedia, Newco the Company and Dex UCU shall use its reasonable best efforts to ensure furnish all information concerning itself that is required or customary for inclusion in the Form S-4 Proxy Statement and the Joint Registration Statement. No representation, covenant or agreement contained in this Agreement is made by the Company or UCU with respect to information supplied by the other for inclusion in the Proxy Statement or the Registration Statement. The Company and UCU shall take such actions as may be reasonably required to cause the Proxy Statement and the Registration Statement to comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger, respectivelyexcept to the extent the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement and the Merger as permitted by Section 6.01(b). The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders, as promptly as practicable after the Registration Statement becomes effective.
(b) SuperMedia, Newco UCU and Dex the Company shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby thereby under the Securities Act and the Exchange Act and applicable state “blue sky” sky laws and the rules and regulations thereunder.
(c) SuperMedia. No filing of, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by or amendment or supplement to, the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Registration Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco UCU or SuperMedia the Company without the approval of providing the other Parties, which approval shall not be unreasonably withheld party the opportunity to review and comment thereon. UCU or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party Company will advise the other Partiesparty, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex the UCU Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to UCU or the Company, or any of their respective affiliates, officers or directors, should be discovered by UCU or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of UCU and the Company.
(c) The Company shall use best efforts to cause to be delivered to the Company and UCU a letter of PricewaterhouseCoopers LLP dated a date within two (2) business days before the effective date of the Registration Statement and addressed to the Company and UCU, in form and substance reasonably satisfactory to the Company and UCU and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement and Registration Statement.
(d) UCU shall use best efforts to cause to be delivered to the Company and UCU a letter of Arthur Andersen LLP dated a date within two (2) business days befo▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇e date of the Registration Statement and addressed to UCU and the Company, in form and substance reasonably satisfactory to UCU and the Company and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement and Registration Statement.
(e) It shall be a condition to the mailing of the Proxy Statement to the stockholders of the Company that the Company shall have received an opinion from Salomon Smith Barney Inc., dated the date of the Proxy Statement, ▇▇ ▇▇▇ ▇▇▇▇▇▇ that, as of the date thereof, the Merger Consideration is fair to the holders of Company Common Stock.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Utilicorp United Inc)
Proxy Statement; Registration Statement. (a) Dex and Newco American shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed file with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act Commission as soon as is reasonably practicable after the filing thereof date hereof a proxy statement in connection with the American Stockholders Meeting (the "Proxy Statement") and to keep a proxy statement in connection with the Form S-4 effective as long as is necessary to consummate American Stockholders Tower Meeting (the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c"Tower Proxy Statement"), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees in each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects case complying with the applicable rules and regulations promulgated by of the SEC under the Securities Act Commission and the Exchange Act, respectivelyDCL.
(b) SuperMedia, Newco American shall cause American Tower to prepare and Dex file with the Commission as soon as is reasonably practicable after the date hereof a registration statement on Form S-4 (the "Registration Statement") complying with applicable rules and regulations of the Commission. The Registration Statement shall make all necessary filings with respect to cover the Mergers and the transactions contemplated hereby registration under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in shares of Tower Common Stock to be delivered as the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials Tower Stock Consideration or Tower Merger Tower Consideration to the holders of shares of SuperMedia American Common Stock at the Effective Time or the Tower Merger Effective Time, as the case may be.
(c) Mergeparty and Dex Common StockAmerican shall, respectivelyand American shall cause American Tower to, promptly furnish to the other all information, and take such other actions, as may reasonably be requested in connection with any action taken to comply with the provisions of this Section 6.6. Each of American and Mergeparty shall, and American shall cause American Tower to, correct promptly any information provided by it to be used specifically in the Proxy Statement, the Tower Proxy Statement or the Registration Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the Commission and have cleared by the Commission any amendment or supplement to the Proxy Statement, the Tower Proxy Statement or the Registration Statement so as to correct such Proxy Statement, such Tower Proxy Statement or such Registration Statement and cause it to be disseminated to the stockholders of American, to the extent required by Applicable Law. Without limiting the generality of the foregoing, American shall, and American shall cause American Tower to, notify Mergeparty promptly of the receipt of the comments of the Commission and of any request by the Commission for amendments or supplements to the Proxy Statement, the Tower Proxy Statement or the Registration Statement, or for additional information, and shall supply Mergeparty with copies of all correspondence between it or its representatives, on the one hand, and the Commission or members of its staff, on the other hand, with respect to the Proxy Statement, the Tower Proxy Statement or the Registration Statement. Whenever any event occurs which should be described in an amendment or a supplement to the Proxy Statement, the Tower Proxy Statement or the Registration Statement, American shall, and American shall cause American Tower to, upon learning of such event, promptly prepare, file and clear with the Commission and, if necessary in order prior to comply with applicable securities Lawsthe Effective Time, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed mail to the holders of shares of SuperMedia American Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayedsupplement; provided, that however, that, prior to such mailing, (i) American shall, and American shall cause American Tower to, consult with Mergeparty with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an such amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendationsupplement, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation shall afford Mergeparty reasonable opportunity to comment thereon, and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an each such amendment or supplement shall be reasonably satisfactory to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Mergeparty.
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex and Newco As promptly as practicable after the execution of this Agreement, Nanogen shall prepare drafts and file with the SEC a Proxy Statement relating to the meeting of the Joint Nanogen Shareholders (the “Nanogen Shareholders’ Meeting”) to be held to consider the adoption of this Agreement, the approval of the Acquisition, and the Nanogen Stock Issuance, and (ii) Nanogen shall prepare and file with the SEC the Form S-4 Registration Statement (including any amendments or supplements thereto, the “Form S-4 Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Nanogen Common Stock to be issued to the Elitech Shareholders pursuant to the Acquisition. Each of Elitech, the Elitech Shareholders and Form S-4 and Dex, Newco and SuperMedia Nanogen shall cooperate use their commercially reasonable efforts to cause the Joint Form S-4 Registration Statement and the Proxy Statement to comply with the rules an regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff, and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable. Each of Elitech, the Elitech Shareholders and Nanogen shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Form S-4 Registration Statement and Proxy Statement. Nanogen will cause the Proxy Statement to be filed with mailed to Nanogen’s Shareholders as promptly as practicable after the SECForm S-4 Registration Statement is declared effective under the Securities Act. SuperMedia Each of Nanogen and Elitech shall have also promptly file, use its commercially reasonable efforts to cause to become effective as promptly as practicable and, if required, mail to Nanogen’s Shareholders any amendment to the Form S-4 Registration Statement or proxy Statement that becomes necessary after the date the Form S-4 Registration Statement is declared effective.
(b) Nanogen shall give Elitech and its counsel a reasonable opportunity to review and comment upon on any amendment or supplement to the Joint Proxy Statement and or Form S-4 and Registration Statement prior to filing any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects amendment or supplement with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein)SEC. Each of SuperMedia, Newco and Dex Nanogen shall provide the other Parties Elitech and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party it or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the and Form S-4, as applicable, S-4 Registration Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiescommunications.
(dc) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the The information supplied or to be supplied by DexElitech, Newco or SuperMediathe Elitech Shareholders and Nanogen, as applicable, expressly for inclusion or incorporation by reference in the Joint Form S-4 Registration Statement and the Proxy StatementStatement shall not, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of (i) at the time such documents the Form S-4 Registration Statement is declared effective, (ii) at the time the Proxy Statement (or any amendment thereof or supplement thereto) are is first mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and Nanogen Shareholders, or (iii) at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Nanogen Shareholders’ Meeting, respectively, contain any untrue statement of a material fact, fact or omit fail to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective TimeClosing, Dex, Newco any event or SuperMedia discovers any information circumstance relating to any PartyElitech and its Subsidiaries, in the case of Elitech, or any to Nanogen and its Subsidiaries, in the case of Nanogen, or their respective Affiliates, officers or directors, should be discovered by Elitech or Nanogen that should be set forth in an amendment or a supplement to the Joint Form S-4 Registration Statement or Proxy Statement or the Form S-4, so that none any of those such documents would include will not contain any misstatement untrue statement of a material fact or omit to state any material fact necessary in order to make the statements in any such documenttherein, in light of the circumstances under which they were made, not misleading, the Party that discovers that information Elitech or Nanogen, as applicable, shall promptly notify inform the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dexparty.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after execution of this Agreement, PASW and Newco SES shall prepare drafts of and PASW shall file the Joint Proxy Statement and Form S-4 and DexStatement, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed together with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under other documents required by the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and or the Exchange Act and applicable state “blue sky” laws in connection with the Amalgamation and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those commentstransactions contemplated hereby. As promptly as practicable after the clearance (which Proxy Statement is cleared by the SEC, PASW shall include upon expiration cause the Proxy Statement to be mailed PASW's securityholders entitled to vote. As promptly as practicable, PASW shall file the Registration Statement and PASW and SES shall use their best efforts to cause the Registration Statement to become effective immediately after the PASW Stockholders Meeting. If such Registration Statement is filed and becomes effective, PASW will use its best efforts to maintain the effectiveness of the 10-day period after filing Registration Statement for so long as any Exchangeable Shares remain outstanding or until such earlier time as PASW shall have received a written opinion of its outside counsel to the effect that the holders of Exchangeable Shares may exchange such shares for freely tradeable shares of PASW Common Stock without registration under the Securities Act.
(b) Each party shall promptly furnish to the other party all information concerning such party as may be reasonably required in the event the SEC does not review the Joint Proxy Statement) of the Joint connection with any action contemplated by this Section 2.3. The Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Registration Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the all applicable requirements of law. PASW will notify SES promptly of the Securities Actreceipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or the Registration Statement, the Exchange Act and any other applicable Laws or for additional information, and will not contain any untrue statement supply SES with copies of a material fact, or omit to state any material fact required to be stated therein in order to make all correspondence with the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior SEC with respect to the SuperMedia Effective Time, Dex, Newco Proxy Statement or SuperMedia discovers the Registration Statement. Whenever any information relating to any Party, or any of their respective Affiliates, officers or directors, that event occurs which should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4Registration Statement, so that none of those documents would include any misstatement of a material fact PASW or omit to state any material fact necessary to make SES, as the statements in any such documentcase may be, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify inform the other parties of such occurrence and an appropriate cooperate in filing with the SEC, and/or mailing to securityholders entitled to vote of PASW, such amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dexsupplement.
(ec) No amendment PASW, AcquireCo and SES shall take any action required to be taken under any applicable provincial or supplement to state securities laws (including "blue sky" laws) in connection with the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval issuance of the other PartiesExchangeable Shares, which approval shall not be unreasonably withheld or delayedPASW Common Stock and the Amalgamation; provided, however, that with respect to documents filed by the blue sky and Canadian provincial qualifications, neither PASW nor SES shall be required to register or qualify as a Party which are incorporated by reference in the Form S-4 foreign corporation or Joint Proxy Statement, this right reporting issuer where any such entity is not now so registered or qualified or consent to service of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale legal process in any jurisdiction, or any request by except as to matters and transactions arising solely from the SEC for amendment offer and sale of the Joint Proxy Statement PASW Common Stock or the Form S-4issuance of the Exchangeable Shares.
Appears in 1 contract
Sources: Combination Agreement (Pasw Inc)
Proxy Statement; Registration Statement. (ai) Dex As promptly as practicable after the execution and Newco delivery of this Agreement, (x) SPAC and the Company shall jointly prepare drafts of and the Joint Proxy Statement and Form S-4 and DexCompany shall file with the SEC, Newco and SuperMedia mutually acceptable materials which shall cooperate to cause include the Joint Proxy Statement and Form S-4 proxy statement to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) the Company shall have a reasonable opportunity to review prepare, with the assistance of SPAC, and comment upon file with the Joint SEC the Registration Statement, in which the Proxy Statement and Form S-4 and any amendments theretowill be included as a prospectus (the “Proxy Statement/Prospectus”), none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for in connection with the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective registration under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19Registrable Securities. Each of SuperMedia, Newco SPAC and Dex the Company shall use its reasonable best efforts to ensure that cause the Form S-4 and Registration Statement, including the Joint Proxy Statement Statement/Prospectus, when filed with the SEC, to comply as to form in all material respects with the rules and regulations promulgated by the SEC SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Transactions. The Company also agrees to use its reasonable best efforts to obtain all necessary state Securities Laws or “blue sky” permits and approvals required to carry out the Transactions, and SPAC shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of SPAC and the Company agrees to furnish to the other Party and its Representatives all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, including the Proxy Statement/Prospectus, a Current Report on Form 8-K pursuant to the Exchange ActAct in connection with the Transactions, respectively.
or any other statement, filing, notice or application made by or on behalf of SPAC or the Company to any regulatory authority (bincluding the Nasdaq) SuperMedia, Newco and Dex shall make all necessary filings in connection with respect to the Mergers and the transactions contemplated hereby under Transactions (the Securities Act and “Transaction Filings”). SPAC will cause the Exchange Act and applicable state “blue sky” laws and Proxy Statement to be mailed to the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond SPAC Shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act.
(ii) To the extent not prohibited by applicable Law, the Company will advise SPAC, reasonably promptly after the Company receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. To the extent not prohibited by applicable Law, SPAC and its counsel, on the one hand, and the Company and its counsel, on the other hand, shall be given a reasonable opportunity to review and comment on the Registration Statement, the Proxy Statement and any Transaction Filings each time before any such document is filed with the SEC, and the other Party shall give reasonable and good faith consideration to any comments made by SPAC and its counsel or the SEC with respect to Company and its counsel, as applicable. To the Joint Proxy Statement extent not prohibited by applicable Law, the Company, on the one hand, and SPAC, on the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMediaother hand, Newco and Dex shall provide the other Parties Party and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party SPAC or its counsel or the Company or its counsel, as the case may be, may receive from time to time from the SEC or its staff with respect to the Joint Registration Statement, the Proxy Statement or the Form S-4, as applicable, any Transaction Filings promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after of SPAC or the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMediaCompany, as applicable, expressly for inclusion to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, to the extent reasonably practicable, by participating with SPAC or incorporation by reference its counsel or the Company or its counsel, as the case may be, in the Joint Proxy Statement, Form S-4, any discussions or any other documents filed or to be filed meetings with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents SEC.
(or any amendment thereof or supplement theretoiii) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, If at any time prior to the SuperMedia Second Effective Time, Dex, Newco or SuperMedia discovers Time any information relating to any Partythe Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directorsSPAC, that should which is required to be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party that which discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable Law, disseminated to the stockholders of SuperMedia and DexSPAC Shareholders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex As promptly as reasonably practicable after the date of this Agreement, but in any event within thirty (30) Business Days following the date hereof, Monocle and Newco the Company shall prepare drafts of and Monocle shall file with the Joint Proxy SEC an amendment to the Registration Statement and Form S-4 and Dex, Newco and SuperMedia (which shall cooperate to cause contain a proxy statement in connection with the Joint Proxy Statement and Form S-4 Mergers to be filed with as part of the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Registration Statement and Form S-4 and sent to the Pre-Closing Monocle Holders relating to the Monocle Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, none of which shall be filed until each of Dexthe “Proxy Statement”)). Monocle or NewCo, Newco the Company and SuperMedia the Holder Representative agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information use commercially reasonable efforts to cooperate, and to use commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to reasonably necessary for cooperate, with each other and their respective representatives in the preparation of the Joint Proxy Statement and the Form S-4Registration Statement. SuperMedia, Dex Monocle and Newco NewCo shall use their reasonable best efforts to cause the Form S-4 Proxy Statement and the Registration Statement to become comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMediaMonocle and NewCo shall as promptly as practicable notify the Company of any correspondence with the SEC relating to the Proxy Statement, Newco the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and Dex any request by the SEC for any amendment to the Proxy Statement or for additional information. Monocle and NewCo shall make cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. Monocle and NewCo also agree to use their reasonable best efforts to obtain all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state securities Law or “blue sky” laws permits and approvals required to carry out the Mergers, and each of the Company and the rules Holder Representative shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of Monocle, NewCo, the Company and regulations thereunderthe Holder Representative agrees to use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Monocle, NewCo, the Company and the Holder Representative or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Mergers (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). Without limiting the generality of the foregoing, the Company and the Holder Representative shall promptly furnish to Monocle or NewCo for inclusion in the Proxy Statement and the Registration Statement, PCAOB audited consolidated financial statements of the Company and its Subsidiaries for the years ended December 31, 2019 and December 31, 2018, prepared by a PCAOB qualified auditor, together with such auditor’s reports and consents to use such financial statements and reports. Monocle and NewCo will advise the Company and the Holder Representative, promptly after Monocle or NewCo receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Monocle Common Stock or the NewCo Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information.
(c) SuperMediaEach of Monocle, Newco NewCo, the Company and Dex the Holder Representative shall use commercially reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, ensure that none of the information supplied related to it or to be any of its Affiliates, supplied by Dex, Newco or SuperMedia, as applicable, expressly on its behalf for inclusion or incorporation by reference in the Joint (A) either Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, Statement will, as of the time such documents (or any amendment thereof or supplement thereto) are date it is first mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and Pre-Closing Monocle Holders, or at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Monocle Stockholders’ Meeting, respectivelyor (B) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in order light of the circumstances under which they are made, not misleading.
(d) If, at any time prior to the Effective Time, in the case of the Proxy Statement or the Registration Statement any information relating to Monocle, NewCo or the Company any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Company Stockholders is discovered by any of Monocle, NewCo or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement 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. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party party that discovers that such information shall promptly notify the other parties and an appropriate amendment or supplement describing that such information shall shall, subject to the other provisions of this Section 9.3, be promptly filed by Monocle with the SEC and, to the extent required by law or regulationLaw, disseminated to the stockholders of SuperMedia and DexPre-Closing Monocle Holders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Monocle Acquisition Corp)
Proxy Statement; Registration Statement. (a) Dex Pioneer and Newco shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia Acadia shall cooperate to cause promptly prepare the Joint Proxy Statement/ Prospectus and Acadia (with the Pioneer’s reasonable cooperation) shall promptly prepare the Form S-4, in which the Proxy Statement/ Prospectus will be included as a prospectus. Pioneer shall as promptly as practicable file the Proxy Statement with the SEC and Acadia shall as promptly as practicable file the Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none Each of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement Acadia and the Form S-4. SuperMedia, Dex and Newco Pioneer shall use their its reasonable best efforts to cause have the Form S-4 to become declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the MergersMerger and have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Each of Acadia and the Pioneer shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or applicable law related thereto. Without limiting the generality of the foregoing, each of Acadia and Pioneer agrees to use its reasonable best efforts to obtain the auditors' consents with respect to the inclusion of its consolidated financial statements, and to the extent required by the Securities Act or the Exchange Act the consolidated financial statements of its Subsidiaries and any entity the acquisition of which is probable, in the Form S-4 and the Proxy Statement. Without limiting the generality of the foregoing, Pioneer agrees (i) to use its reasonable best efforts to provide to Acadia as promptly as possible and in no event later than two (2) Business Days following the closing pursuant to the MeadowWood Asset Purchase Agreement all audited and unaudited financial statements of MeadowWood Behavioral Health System required to be included in the Form S-4 and the Proxy Statement and (ii) to use its reasonable best efforts to provide Acadia as promptly as possible and in no event later than September 15, 2011, the audited financial statements of Pioneer for the fiscal year ending June 30, 2011.
(b) Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c6.04(b), the Joint Proxy Statement Statement/ Prospectus shall include the SuperMedia Recommendation and the Dex Pioneer Board Recommendation. The Joint Proxy Statement Statement/ Prospectus shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Pioneer Financial Advisor (including, if requested, including the amount of fees each of and other consideration the SuperMedia Financial Advisors and the Dex Pioneer Financial Advisor will receive be paid upon consummation of the Mergers, Merger and the conditions for precedent to the payment of such fees) fees and to other consideration), the opinions opinion referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 Section 4.20 and the Joint Proxy Statement comply as to form in all material respects with the rules basis for rendering such opinion. Pioneer and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.
(b) SuperMedia, Newco and Dex Acadia shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby Transactions under the Securities Act and Act, the Exchange Act and applicable state “blue sky” laws and the rules and regulations promulgated thereunder.
(c) SuperMedia, Newco Pioneer and Dex Acadia shall use their respective reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (S-4. Pioneer and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex Acadia shall provide the other Parties party and their its respective counsel with (i) any comments or other communications, whether written or oral, that such Party Pioneer or its counsel or Acadia or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) Acadia and Pioneer shall cooperate with each other in preparing a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco Pioneer and SuperMedia Acadia agrees, as to it and its Affiliates, directors, officers, employees, agents or representativesRepresentatives, that none of the information supplied or to be supplied by Dex, Newco Pioneer or SuperMediaAcadia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, the Form S-4, S-4 or any other documents filed or to be filed with the SEC in connection with the transactions contemplated herebyTransactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock Pioneer Shareholders and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Pioneer Shareholders’ Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco Pioneer and SuperMedia Acadia further agrees that all documents that such Party it is responsible for filing with the SEC in connection with the Mergers Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the foregoing shall not apply to statements or omissions based upon information furnished by the other party or its Representatives..
(e) No amendment or supplement to the Proxy Statement will be made by Pioneer without the approval of Acadia, which approval shall not be unreasonably withheld or delayed. No amendment or supplement to the Form S-4 will be made by Acadia without the approval of Pioneer, which approval shall not be unreasonably withheld or delayed. Pioneer will advise Acadia promptly after the Proxy Statement has been cleared by the SEC (or the time period for the SEC to review the same as lapsed) or any supplement or amendment has been filed. Acadia will advise Pioneer promptly after it receives notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acadia Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4. If, at any time prior to the SuperMedia Effective Time, Dex, Newco Pioneer or SuperMedia Acadia discovers any information relating to any Party, party or any of their respective its Affiliates, officers or directors, directors that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information promptly shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable law, disseminated to the stockholders of SuperMedia and DexPioneer Shareholders.
(ef) No amendment Acadia and Pioneer shall bear 75% and 25%, respectively, of the aggregate filing, Edgarizing, printing, mailing and similar out of pocket fees and expenses (but not legal or supplement accounting fees and expenses) relating to the Joint Proxy Statement or Statement, the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the and any other Parties, which approval shall not be unreasonably withheld or delayed; provided, that necessary filings with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to Transactions under the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filedSecurities Act, the issuance of any stop order, Exchange Act and applicable state “blue sky” laws and the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4rules and regulations promulgated thereunder.
Appears in 1 contract
Sources: Merger Agreement (PHC Inc /Ma/)
Proxy Statement; Registration Statement. (ai) Dex As promptly as practicable after the execution of this Agreement and Newco shall prepare drafts receipt by SPAC of the Joint Proxy Statement Additional Financial Statements, (x) SPAC and Form S-4 the Company shall jointly prepare and Dex, Newco and SuperMedia SPAC shall cooperate to cause file with the Joint Proxy Statement and Form S-4 SEC a proxy statement to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) SPAC and the Company shall have a reasonable opportunity to review jointly prepare and comment upon file with the Joint SEC the Registration Statement, in which the Proxy Statement and Form S-4 and any amendments theretowill be included as a prospectus (the “Proxy Statement/Prospectus”), none in connection with the registration under the Securities Act of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld)the Registrable Securities. Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement SPAC and the Form S-4. SuperMedia, Dex and Newco Company shall use their its reasonable best efforts to cause the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, to become comply with the applicable requirements of the Securities Act and Exchange Act and rules and regulations promulgated by the SEC, to respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex RecommendationTransactions. The Joint Proxy Statement shall Company also include agrees to use its reasonable best efforts to obtain all material disclosure relating necessary state Securities Laws or “blue sky” permits and approvals required to carry out the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the MergersTransactions, and the conditions for the payment of SPAC shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such fees) and to the opinions referred to in Sections 3.18 and 4.19action. Each of SuperMediaSPAC and the Company agrees to furnish to the other Party and its Representatives all information concerning itself, Newco its Subsidiaries, officers, directors, managers, shareholders, and Dex other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, including the Proxy Statement/Prospectus, a current report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC or the Company to the SEC or the Nasdaq in connection with the Merger and the Transactions (the “Transaction Filings”). As promptly as practicable after finalization and effectiveness of the Proxy Statement/Prospectus, SPAC shall (and shall use commercially reasonable efforts to do so within five (5) Business Days of such finalization and effectiveness) mail the Proxy Statement/Prospectus to the SPAC Shareholders.
(ii) The Company will promptly advise SPAC of the time when the Company has filed the preliminary Registration Statement, the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction (it being understood that the Company shall use its reasonable best efforts to ensure that have any such stop order or suspension lifted, reversed or otherwise terminated), of the Form S-4 and initiation or written threat of any proceeding for any such purpose, or of the Joint Proxy SEC’s determination whether to review the Registration Statement, in the event the preliminary Registration Statement comply as to form in all material respects with is reviewed by the rules and regulations promulgated SEC, receipt of oral or written notification of the completion of the review by the SEC, or of any request by the SEC under for the Securities Act amendment or supplement of the Registration Statement or for additional information. SPAC and its counsel, on the one hand, and the Exchange ActCompany and its counsel, respectively.
(b) SuperMediaon the other hand, Newco shall be given a reasonable opportunity to review and Dex shall make all necessary filings comment on the Registration Statement, the Proxy Statement and any Transaction Filings each time before any such document is filed with respect to the Mergers SEC, and the transactions contemplated hereby under the Securities Act other Party shall give reasonable and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable good faith consideration to any comments made by SPAC and its counsel or the SEC with respect to Company and its counsel, as applicable. The Company, on the Joint Proxy Statement one hand, and SPAC, on the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMediaother hand, Newco and Dex shall provide the other Parties Party and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party SPAC or its counsel or the Company or its counsel, as the case may be, may receive from time to time from the SEC or its staff with respect to the Joint Registration Statement, the Proxy Statement or the Form S-4, as applicable, any Transaction Filings promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after of SPAC or the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMediaCompany, as applicable, expressly for inclusion to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, to the extent reasonably practicable, by participating with SPAC or incorporation by reference its counsel or the Company or its counsel, as the case may be, in the Joint Proxy Statement, Form S-4, any discussions or any other documents filed or to be filed meetings with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents SEC.
(or any amendment thereof or supplement theretoiii) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, If at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers Time any information relating to any Partythe Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directorsSPAC, that should which is required to be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party that discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable Law, disseminated to the stockholders of SuperMedia and DexSPAC Shareholders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, Comcast and Newco MediaOne shall prepare drafts of and file the Joint Proxy Statement with the SEC, and Form S-4 Comcast shall prepare and Dex, Newco and SuperMedia shall cooperate to cause file the Joint Registration Statement (in which the Proxy Statement and Form S-4 to will be filed included) with the SEC. SuperMedia shall have a reasonable opportunity to review Comcast and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco MediaOne shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities 1933 Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersMerger. Subject to and without limiting The Proxy Statement shall include the rights recommendation of the Board of Directors of SuperMedia MediaOne in favor of approval and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation adoption of this Agreement and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating Merger, except to the SuperMedia Financial Advisors and extent the Dex Financial Advisor (including, if requested, the amount Board of fees each Directors of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation MediaOne shall have withdrawn or modified its approval or recommendation of the Mergersthis Agreement as permitted by Section 6.02(b), and the conditions for recommendation of the payment Board of such fees) and Directors of Comcast in favor of approval of the issuance of Comcast Common Stock in the Merger and, if necessary, the amendment to the opinions referred to in Sections 3.18 and 4.19Comcast articles of incorporation contemplated by Section 2.03 hereof. Each of SuperMedia, Newco and Dex Comcast shall use its reasonable best efforts to ensure that cause the Form S-4 Proxy Statement to be mailed to its stockholders, and MediaOne shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders, in each case as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Joint Registration Statement and advise one another of any oral comments received from the SEC. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities 1933 Act and the Exchange 1934 Act, respectively.
(b) SuperMedia, Newco Comcast and Dex MediaOne shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby thereby under the Securities 1933 Act and the Exchange 1934 Act and applicable state “blue sky” sky laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dex.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party party will advise the other Partiesother, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex the Comcast Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. No amendment or supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of both parties hereto, which approval shall not be unreasonably withheld or delayed. If at any time prior to the Effective Time, any information relating to Comcast or MediaOne, or any of their respective Affiliates, officers or directors, should be discovered by Comcast or MediaOne that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, 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 notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Comcast and MediaOne.
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex As promptly as practicable following the execution and Newco delivery of this Agreement, Parent shall cause PubCo to prepare drafts of and file with the Joint SEC a registration statement on Form S-4 (as amended or supplemented, the “Registration Statement”), in which the Proxy Statement shall be included in preliminary form as a prospectus, pursuant to which the shares of PubCo Common Stock and Form S-4 PubCo Warrants and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 shares of PubCo Common Stock issuable upon the exercise of such PubCo Warrants to be filed with issued to the SEC. SuperMedia shall have a reasonable opportunity holders of Parent Common Stock and Parent Warrants pursuant to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which Mergers shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary registered for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective issuance under the Securities Act Act. In addition, PubCo shall use commercially reasonable efforts to register the issuance and resale of the PubCo Common Stock to be issued to the Equity Holders and the Parent Sponsor on the Registration Statement and if not so registered, PubCo agrees that, within forty-five (45) calendar days after the consummation of Closing it shall file with the SEC (at the PubCo’s sole cost and expense) a registration statement registering such resale and PubCo shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof and to keep such Registration Statement effective until such time as the Form S-4 effective as long as is necessary securities covered thereby are eligible to consummate the Mergers. Subject to and be sold without limiting the rights of the Board of Directors of SuperMedia and Dex volume limitations pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectivelyRule 144.
(b) SuperMediaParent agrees that it shall provide the holders of Parent Common Stock the opportunity to elect redemption of such shares of Parent Common Stock in connection with the Special Meeting, Newco as required by Parent’s Organizational Documents.
(c) Without limitation, in the Proxy Statement, Parent shall solicit proxies from holders of Parent Common Stock and Dex shall make all necessary filings with respect Parent Class F Stock to vote at the Mergers Parent Common Stockholders Meeting in favor of (i) the adoption of this Agreement and the approval of the transactions contemplated hereby under pursuant to Section 251 of the Securities Act DGCL, (ii) the approval for purposes of the rules and regulations of NASDAQ of the issuance of equity securities as part of the Permitted Equity Financing, (iii) the material differences between the constitutional documents of PubCo that will be in effect upon the Closing and Parent’s current amended and restated certificate of incorporation, (iv) an incentive compensation plan for employees of PubCo and its Subsidiaries that will be in place at the Closing and (v) any other proposals the Parties deem necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Transaction Proposals”). The Proxy Statement will comply as to form and substance with the applicable requirements of the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(cd) SuperMediaAs promptly as practicable after the Registration Statement shall have become effective, Newco Parent shall file the Proxy Statement in definitive form with the SEC in accordance with the rules and Dex regulations under the Exchange Act and mail the Proxy Statement to holders of Parent Common Stock and Parent Class F Stock of record, as of the record date to be established by the board of directors of Parent. Each of the Company and Parent shall furnish all information concerning such Party and its Affiliates to the other Party, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and the Registration Statement, and the Proxy Statement and Registration Statement shall include all information reasonably requested by such other Party to be included therein. Each of the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or Registration Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments made from the SEC with respect to the Proxy Statement.
(e) Prior to filing with the SEC or mailing to Parent’s Stockholders, Parent and PubCo will make available to the Company drafts of the Proxy Statement, and the Registration Statement, both preliminary and final and will provide the Company with a reasonable opportunity to comment on such drafts, shall consider such comments in good faith and shall accept all reasonable additions, deletions or changes suggested by the Company in connection therewith. Neither Parent nor PubCo shall file any such documents with the SEC (including response to any comments from the SEC with respect thereto) without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Parent and PubCo will advise the Company promptly after receipt of notice thereof, of (i) the time when PubCo has filed the Registration Statement, (ii) the SEC’s determination whether to review the Registration Statement, (iii) in the event the preliminary Proxy Statement or the Registration Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to the Proxy Statement or the Registration Statement, (v) the issuance of any stop order by the SEC with respect to the Joint Registration Statement, (vi) any request by the SEC for amendment of the Proxy Statement or the Registration Statement, (vii) any comments from the SEC relating to the Proxy Statement or the Registration Statement and responses thereto, or (viii) requests by the SEC for additional information. Parent and PubCo shall promptly respond to any SEC comments on the Proxy Statement and the Form S-4 (Registration Statement and any documents or filings incorporated each shall use its commercially reasonable efforts to have the Proxy Statement cleared by reference therein). Each of SuperMediathe SEC under the Exchange Act, Newco and Dex shall provide the other Parties and their respective counsel with (i) Registration Statement declared effective by the SEC under the Securities Act, as soon after filing as practicable; provided, that prior to responding to any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time material requests from the SEC or its staff with respect SEC, Parent will make available to the Joint Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts (including the proposed final version of such document or response).
(f) If at any time prior to the Parent Common Stockholders Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement or the Form S-4Registration Statement so that the Proxy Statement or the Registration Statement, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall would not include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement misstatement of a material fact, fact or omit to state any material fact required to be stated therein in order necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent or PubCo, as applicable, shall promptly transmit to its stockholders an amendment or supplement to the Proxy Statement or the Registration Statement containing such information. Each of DexIf, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with at any time prior to the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities ActEffective Time, the Exchange Act and Company discovers any other applicable Laws and will information, event or circumstance relating to the Group Companies or any of their respective Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement so that the Proxy Statement or the Registration Statement, as applicable, would not contain include any untrue statement misstatement of a material fact, fact or omit to state any material fact required to be stated therein in order necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior then the Company shall promptly inform Parent of such information, event or circumstance and shall promptly provide all information required for Parent or PubCo, as applicable, to transmit to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any holders of their respective Affiliates, officers or directors, that should be set forth in its capital stock an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any Registration Statement containing such document, in light of the circumstances under which they were made, not misleading, the Party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of SuperMedia and Dexinformation.
(eg) No Parent and PubCo shall make all necessary filings with respect to the transactions contemplated hereby under the Securities Act, the Exchange Act and applicable “blue sky” laws and any rules and regulations thereunder.
(h) The Company shall use its commercially reasonable efforts to promptly provide Parent and PubCo with all information concerning the Group Companies reasonably requested by Parent for inclusion in the Proxy Statement, the Registration Statement and any amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by DexRegistration Statement (if any), Newco or SuperMedia without including, as promptly as practicable following the approval execution of this Agreement, the unaudited consolidated balance sheet and related unaudited statements of operations and cash flows of UHS OpCo and its Subsidiaries for the fiscal quarter of the other PartiesCompany and the six months ended June 30, which approval shall not 2018 and June 30, 2017 (including the related Management’s Discussion and Analysis of Financial Condition and Results of Operations), in each case (i) prepared in accordance with GAAP applied on a consistent basis throughout such period (except (x) as may be unreasonably withheld indicated therein or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating notes thereto to the other Party extent permitted by Regulation S-X of the SEC and (y) subject to normal and recurring year-end adjustments and the absence of notes thereto, none of which would be material individually or its businessin the aggregate) and in accordance with Regulation S-X of the SEC, and (ii) fairly presenting, in all material respects, the consolidated financial condition or position, results of operations; operations and providedcash flows of UHS OpCo as at June 30, further2018 and for the respective periods indicated therein. The Company shall cause the officers and employees of the Group Companies to be reasonably available to Parent, that SuperMedia, PubCo and their counsel in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint drafting of the Proxy Statement and the Registration Statement and responding in a timely manner to comments on the Proxy Statement and the Registration Statement from the SEC. The Company shall provide to Parent and PubCo the unaudited consolidated balance sheet and related unaudited statements of operations and cash flows of UHS OpCo and its Subsidiaries (including by incorporation by referencethe related Management’s Discussion and Analysis of Financial Condition and Results of Operations) pursuant for each fiscal quarter of the Company and the year to an amendment or supplement date period ended after June 30, 2018 and at least forty-five (45) days prior to the Joint Proxy Statement Closing Date, in each case within forty (including by incorporation by reference40) to days following the extent it contains end of such fiscal quarter, in each case prepared in accordance with Regulation S-X. The Parent Parties acknowledge that no audited or unaudited financial statements of the Company shall be requested from the Company.
(i) a Change in SuperMedia RecommendationParent and PubCo shall use their reasonable best efforts to (i) cause the shares of PubCo Common Stock to be issued to the Equity Holders to be approved for listing on NASDAQ upon issuance, (ii) a statement cause the shares of PubCo Common Stock to be issued to the reasons holders of the Board of Directors of SuperMedia Parent Common Stock to be approved for making such a Change in SuperMedia Recommendation and listing on NASDAQ upon issuance, (iii) additional information cause the PubCo Warrants to be approved for listing on NASDAQ, (iv) cause the shares of PubCo Common Stock to be issued upon exercise of the PubCo Warrants to be approved for listing on NASDAQ upon issuance and (v) make all necessary and appropriate filings with NASDAQ and undertake all other steps reasonably related required prior to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant Closing Date to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making effect such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4listings.
Appears in 1 contract
Sources: Merger Agreement (Federal Street Acquisition Corp.)
Proxy Statement; Registration Statement. (a) Dex As promptly as reasonably practicable after the date of this Agreement, Silver Spike and Newco the Company shall prepare drafts of prepare, and Silver Spike shall file with the Joint Proxy Statement and Form S-4 and DexSEC, Newco and SuperMedia shall cooperate to cause (i) a preliminary proxy statement in connection with the Joint Proxy Statement and Form S-4 Merger to be filed as part of the Registration Statement and sent to the Pre-Closing Silver Spike Holders relating to the Silver Spike Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the SEC. SuperMedia shall have a reasonable opportunity to review “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and comment upon (ii) the Joint Registration Statement, in which the Proxy Statement will be included as a prospectus. Silver Spike and Form S-4 the Company shall use commercially reasonable efforts to cooperate, and any amendments theretocause their respective Subsidiaries, none of which shall be filed until as applicable, to reasonably cooperate, with each of Dex, Newco other and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for their respective representatives in the preparation of the Joint Proxy Statement and the Form S-4Registration Statement. SuperMedia, Dex and Newco Silver Spike shall use their its commercially reasonable best efforts to cause the Form S-4 Proxy Statement and the Registration Statement to become comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectivelyMerger.
(b) SuperMediaSilver Spike shall as promptly as practicable notify the Company of any correspondence with the SEC relating to the Proxy Statement, Newco the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and Dex any request by the SEC for any amendment to the Proxy Statement or for additional information. Silver Spike shall make cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. Silver Spike shall use commercially reasonable efforts to obtain all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state securities Law or “blue sky” laws permits and approvals required to carry out the Merger, and each of the Company and the rules Holder Representative shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of Silver Spike, the Company and regulations thereunder.
(c) SuperMedia, Newco and Dex the Holder Representative shall use reasonable best efforts to respond promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Silver Spike, the Company and the Holder Representative or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). Silver Spike will advise the Company and the Holder Representative, promptly as practicable to after Silver Spike receives notice thereof, of the time when the Registration Statement has become effective or any comments made supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Silver Spike Ordinary Shares or the Surviving Pubco Class A Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information.
(c) Without limiting the generality of Section 9.05(b), the Company and the Holder Representative shall promptly furnish to Silver Spike for inclusion in the Proxy Statement and the Registration Statement, (i) with respect to the Joint Proxy Statement Audited Financial Statements, auditor’s reports and the Form S-4 (consents to use such financial statements and any documents or filings incorporated by reference therein). Each of SuperMediareports, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration unaudited financial statements of the 10Company and its Subsidiaries as of and for the nine months ended September 30, 2020 and September 30, 2019 prepared in accordance with GAAP and Regulation S-day period after filing X and reviewed by the Company’s independent auditor in accordance with PCAOB Auditing Standard 4105 and (iii) if the event the SEC does Registration Statement has not review the Joint Proxy Statement) been declared effective prior to February 16, 2021, audited financial statements of the Joint Proxy Statement Company and Form S-4 its Subsidiaries as of and for the year ended December 31, 2020, prepared in accordance with GAAP and Regulation S-X and audited by the SEC Company’s independent auditor (in any event no more than five (5) business days after such clearancethe “2020 Audited Financial Statements”), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies.
(d) Each of DexSilver Spike, Newco the Company and SuperMedia agrees, as the Holder Representative shall use commercially reasonable efforts to it and its Affiliates, directors, officers, employees, agents or representatives, ensure that none of the information supplied related to it or to be any of its Affiliates, supplied by Dex, Newco or SuperMedia, as applicable, expressly on its behalf for inclusion or incorporation by reference in the Joint (i) either Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, Statement will, as of the time such documents (or any amendment thereof or supplement thereto) are date it is first mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and Pre-Closing Silver Spike Holders, or at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Silver Spike Extraordinary General Meeting, respectivelyor (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in order light of the circumstances under which they are made, not misleading.
(e) If, at any time prior to the Effective Time, any information relating to Silver Spike, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of Silver Spike or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement 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. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party party that discovers that such information shall promptly notify the other parties and an appropriate amendment or supplement describing that such information shall shall, subject to the other provisions of this Section 9.05, be promptly filed by Silver Spike with the SEC and, to the extent required by law or regulationLaw, disseminated to the stockholders of SuperMedia and DexPre-Closing Silver Spike Holders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Proxy Statement; Registration Statement. (a) Dex As promptly as reasonably practicable after the date of this Agreement, DSAC and Newco the Company shall prepare drafts of prepare, and DSAC shall file with the Joint Proxy Statement and Form S-4 and DexSEC, Newco and SuperMedia shall cooperate to cause (i) a preliminary proxy statement in connection with the Joint Proxy Statement and Form S-4 Merger to be filed as part of the Registration Statement and sent to the Pre-Closing DSAC Holders relating to the DSAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the SEC. SuperMedia shall have a reasonable opportunity to review “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and comment upon (ii) the Joint Registration Statement, in which the Proxy Statement will be included as a prospectus. DSAC and Form S-4 the Company shall use commercially reasonable efforts to cooperate, and any amendments theretocause their respective Subsidiaries, none of which shall be filed until as applicable, to reasonably cooperate, with each of Dexother and their respective representatives, Newco advisers and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for counsel in the preparation of the Joint Proxy Statement and the Form S-4Registration Statement. SuperMedia, Dex and Newco DSAC shall use their its commercially reasonable best efforts to cause the Form S-4 Proxy Statement and the Registration Statement to become comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectivelyMerger.
(b) SuperMediaDSAC shall, Newco and Dex shall make all necessary filings as promptly as practicable, notify the Company of any correspondence with respect the SEC relating to the Mergers Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the transactions contemplated hereby under SEC for any amendment to the Securities Act Proxy Statement or for additional information. DSAC shall cooperate and provide the Exchange Act Company with a reasonable opportunity to review and applicable state “blue sky” laws comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the rules SEC and regulations thereunder.
(c) SuperMediainclude all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, Newco and, to the extent practicable, the Parties will provide each other with copies of all such filings made and Dex correspondence with the SEC. DSAC shall use reasonable best efforts to respond obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Merger, and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of DSAC and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as practicable applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of DSAC and the Company or their respective Subsidiaries, as applicable, to the SEC or the NASDAQ in connection with the Merger (including any comments made amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). DSAC will advise the Company, promptly (under the circumstances) after DSAC receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the DSAC Ordinary Shares or the Newco Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC with respect for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information.
(c) Without limiting the generality of (b), the Company shall promptly furnish to DSAC for inclusion in the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Registration Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration audited financial statements of the 10Company and its Subsidiaries as of, and for the twelve months ended, December 31, 2020 and December 31, 2019, in each case prepared in accordance with GAAP and Regulation S-day period after filing X and audited in accordance with PCAOB auditing standards by a PCAOB- qualified auditor that was independent under Rule 2-01 of Regulation S-X under the event Securities Act (the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance“Audited Financial Statements”), each of SuperMedia together with auditor’s reports and Dex shall mail the Joint Proxy Statement consents to use such financial statements and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiesreports.
(d) Each of Dex, Newco DSAC and SuperMedia agrees, as the Company shall use commercially reasonable efforts to it and its Affiliates, directors, officers, employees, agents or representatives, ensure that none of the information supplied related to it or to be any of its Affiliates, supplied by Dex, Newco or SuperMedia, as applicable, expressly on its behalf for inclusion or incorporation by reference in the Joint (i) either Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, Statement will, as of the time such documents (or any amendment thereof or supplement thereto) are date it is first mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and Pre-Closing DSAC Holders, or at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders DSAC Extraordinary General Meeting, respectivelyor (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in order light of the circumstances under which they are made, not misleading.
(e) If, at any time prior to the Effective Time, any information relating to DSAC, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of DSAC or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement 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. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the Party party that discovers that such information shall promptly notify the other parties and an appropriate amendment or supplement describing that such information shall shall, subject to the other provisions of this Section 9.04, be promptly filed by DSAC with the SEC and, to the extent required by law or regulationApplicable Law, disseminated to the stockholders of SuperMedia and DexPre-Closing DSAC Holders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Sources: Merger Agreement (Duddell Street Acquisition Corp.)
Proxy Statement; Registration Statement. (ai) Dex As promptly as practicable following the execution and Newco delivery of this Agreement, (x) Acquiror and the Company shall, in accordance with this Section 9.02(a), jointly prepare and Acquiror shall prepare drafts of file with the Joint Proxy Statement and Form S-4 and DexSEC, Newco and SuperMedia mutually acceptable materials which shall cooperate to cause include the Joint Proxy Statement and Form S-4 proxy statement/prospectus to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the Acquiror Stockholders relating to the Special Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement”) and (y) Acquiror shall have a prepare (with the Company’s reasonable opportunity cooperation (including causing its Subsidiaries and Representatives to review cooperate)) and comment upon file with the Joint SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of (A) the shares of Acquiror Common Stock that constitute the Closing Share Consideration and Form S-4 and any amendments thereto(B) the shares of Acquiror Common Stock that are subject to Acquiror Options (collectively, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheldthe “Registration Statement Securities”). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement Acquiror and the Form S-4. SuperMedia, Dex and Newco Company shall use their its reasonable best efforts to cause the Form S-4 Proxy Statement/Registration Statement to become comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersTransactions. Subject Acquiror also agrees to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that obtain all necessary state Securities Law or “Blue Sky” Permits required to carry out the Form S-4 Transactions, and the Joint Proxy Statement comply Company shall furnish all information concerning the Company, its Subsidiaries and any of their respective members or stockholders as may be reasonably requested in connection with any such action. Each of Acquiror and the Company agrees to form furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in all material respects connection with the Proxy Statement/Registration Statement, any Current Report on Form 8-K pursuant to the Exchange Act that includes the “Form 10” information required under applicable SEC rules and regulations promulgated in connection with the Mergers and the other transactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of Acquiror, the SEC Company or their respective Subsidiaries to any regulatory authority (including NYSE) in connection with the Mergers and the other Transactions (collectively, the “Offer Documents”). Acquiror will cause the Proxy Statement to be mailed to the Acquiror Stockholders as of the record date for determining the Acquiror Stockholders entitled to notice of the Special Meeting promptly after the Registration Statement is declared effective under the Securities Act and the Proxy Statement is cleared of any comments under the Exchange Act, respectively.
(bii) SuperMediaTo the extent not prohibited by Law, Newco Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Registration Statement or for additional information. To the extent not prohibited by Law, the Company and Dex its counsel shall make all necessary filings be given a reasonable opportunity to review and comment on the Proxy Statement/Registration Statement and any other Offer Document each time before any such document is filed with respect to the Mergers SEC, and the transactions contemplated hereby under the Securities Act Acquiror shall give reasonable and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder.
(c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable good faith consideration to any comments made by the SEC with respect to Company and its counsel. To the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated extent not prohibited by reference therein). Each of SuperMediaLaw, Newco and Dex Acquiror shall provide the other Parties Company and their respective its counsel with (iA) any comments or other communications, whether written or oral, that such Party Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement/Registration Statement or the Form S-4, as applicable, other Offer Documents promptly after receipt of those comments or other communications and (iiB) a reasonable opportunity to participate in the response of Acquiror to those comments. As promptly as practicable after comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, if practicable, by participating with the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (Company or its counsel in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail discussions or meetings with the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiesSEC.
(diii) Each of Dex, Newco Acquiror and SuperMedia agrees, as the Company shall use its reasonable best efforts to it and its Affiliates, directors, officers, employees, agents or representatives, ensure that none of the information supplied by it or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly on its behalf for inclusion or incorporation by reference in (A) the Joint Proxy StatementRegistration Statement will, Form S-4, or any other documents filed or to be at the time the Registration Statement is filed with the SEC in connection with the transactions contemplated herebySEC, will, as of at each time at which it is amended or supplemented or at the time such documents it (or any post-effective amendment thereof or supplement theretosupplement) are mailed to becomes effective under the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectivelySecurities Act, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) the Proxy Statement will, at the time it is first mailed to the Acquiror Stockholders or at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, .
(iv) If at any time prior to the SuperMedia First Effective Time, Dex, Newco or SuperMedia discovers Time any information relating to any Partythe Company, Acquiror or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directors, Acquiror that should is required or is otherwise reasonably desirable to be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4Registration Statement, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements in any such documenttherein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party that party which discovers that such information shall promptly notify the other parties and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationLaw, disseminated to the stockholders of SuperMedia and DexAcquiror Stockholders.
(e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.
Appears in 1 contract
Sources: Merger Agreement (Supernova Partners Acquisition Company, Inc.)