Merger Proxy Statement definition

Merger Proxy Statement is defined in Section 5.4(a) of the Agreement.

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Merger Proxy Statement means the proxy statement to be filed by the Transferee with the US SEC in relation to the merger between the Transferee and Cambridge;

Merger Proxy Statement shall have the meaning ascribed to it in Section 5.4.

Examples of Merger Proxy Statement in a sentence

Parent, Merger Sub and the Company shall cooperate in good faith to determine the information regarding each of them that is necessary to include in the Merger Proxy Statement in order to satisfy applicable Legal Requirements.
Parent, Purchaser and the Company shall cooperate in good faith to determine the information regarding each of them that is necessary to include in the Merger Proxy Statement in order to satisfy applicable Legal Requirements.
The Merger Proxy Statement shall include the Company Board Recommendation, unless the Board of Directors has made a Company Adverse Recommendation Change in accordance with Section 6.1. The Merger Proxy Statement shall include the notice of the Company Stockholder Meeting and the notice and other information required by Section 262(d) of the DGCL.
Parent and Purchaser shall promptly supply to the Company in writing, for inclusion in the Merger Proxy Statement, all information concerning Parent and Purchaser and their Affiliates required under applicable Legal Requirements to be included in the Merger Proxy Statement as is reasonably requested by the Company.
The Company shall give Parent and its counsel reasonable opportunity to review and comment on the initial preliminary Merger Proxy Statement and all subsequent forms or versions of or amendments or supplements to the Merger Proxy Statement prior to the filing thereof with the SEC or dissemination to the holders of Shares and the Company shall give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel.
For clarity, the representations and warranties in this Section 4.5 will not apply to statements or omissions included or incorporated by reference in the Offer Documents, the Merger Proxy Statement (and any amendment or supplement thereto), if applicable, or the Schedule 14D-9 based upon information supplied to Parent or Purchaser by the Company or any of its Representatives on behalf of the Company specifically for inclusion therein.
The Company shall give Parent and its Representatives a reasonable opportunity to review and comment on the initial preliminary Merger Proxy Statement and all subsequent forms or versions of or supplements or amendments to the Merger Proxy Statement prior to the filing thereof with the SEC or dissemination to the holders of Shares, and the Company shall give reasonable and good faith consideration to any timely comments thereon made by Parent or its Representatives.
Endosonics and Target will undertake to obtain approval of the Transaction by the stockholders of Target at a special meeting of stockholders, and in connection therewith will mail a proxy statement regarding the Transaction (which together with the related Registration Statement is herein referred to as the "Merger Proxy Statement") approximately 30 days in advance of such stockholders meeting (the date the Merger Proxy Statement is mailed being herein referred to as the "Proxy Mailing Date").
The Merger Proxy Statement will comply with the provisions of the Exchange Act and the rules and regulations thereunder and the provisions of the Securities Act and the rules and regulations thereunder, except that no representation or warranty is made by Brooklyn Bancorp with respect to statements made or incorporated by reference therein based on information supplied by Investors Bancorp specifically for inclusion or incorporation by reference in the Merger Proxy Statement.
The information relating to Investors Bancorp and any Investors Bancorp Subsidiary to be contained in the Merger Proxy Statement, or in any other document filed with any Regulatory Authority or other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.

More Definitions of Merger Proxy Statement

Merger Proxy Statement means the proxy statement to be furnished to Flamel’s shareholders in connection with the meeting of Flamel shareholders at which such shareholders will be asked to consider the Merger;

Merger Proxy Statement has the meaning set forth in Section 4.3(c) hereof;

Merger Proxy Statement is defined in Section 4.4(a) of the Agreement. Merger Sub. “Merger Sub” is defined in the preamble to the Agreement.

Merger Proxy Statement means the Proxy Statement (or if appropriate, Information Statement) of Purchaser referred to in Section 10.1, to be filed with the Commission and sent to Purchaser’s stockholders covering (a) the approval of the Merger Agreement and the issuance of the Merger Shares pursuant to the Plan of Merger, (b) the approval of the change of Purchaser’s corporate name to “Lander Co., Inc.” or another name designated by Seller, (c) the approval, if necessary, of a change of Purchaser’s auditors to KPMG, (d) the approval of an increase in the number of authorized shares of Purchaser Common Stock to not less than 100,000,000 shares, and (e) such other matters as are appropriate and necessary to consummate the transactions contemplated by this Agreement.

Related to Merger Proxy Statement

Proxy Statement has the meaning set forth in Section 6.03(a).
Joint Proxy Statement has the meaning set forth in Section 6.02.
Company Proxy Statement has the meaning set forth in Section 3.5.
Joint Proxy Statement/Prospectus has the meaning set forth in Section 6.1(a).
Proxy Statement/Prospectus has the meaning set forth in Section 6.03(a).

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