Preparation of Proxy Statement Clause Samples
The Preparation of Proxy Statement clause outlines the responsibility for drafting and assembling the proxy statement required for shareholder meetings or votes. Typically, this clause specifies which party is in charge of preparing the document, the standards it must meet (such as compliance with securities regulations), and the process for reviewing and finalizing its contents. By clearly assigning this duty, the clause ensures that all necessary disclosures are made to shareholders in a timely and accurate manner, thereby facilitating informed voting and meeting legal requirements.
Preparation of Proxy Statement. As promptly as practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document 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 that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.
Preparation of Proxy Statement. (a) As promptly as practicable after the date of this Agreement (but in any event, no later than the 45th day thereafter), the Company shall file with the SEC the Proxy Statement in preliminary form. The Company shall use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement, in definitive form, to be disseminated to the holders of the Common Shares, as and to the extent required by applicable federal securities Laws. Subject to Section 5.3, the Proxy Statement shall contain the Company Recommendation and shall comply in all respects with the relevant provisions of the MBCA.
(b) Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC.
(c) Each of the Company, Parent and Merger Sub shall cooperate and consult with each ot...
Preparation of Proxy Statement. As promptly as reasonably practicable following the Closing, but, in any case within sixty (60) days thereafter, ▇▇▇▇▇▇▇ shall file a preliminary proxy statement (the “Proxy Statement”) for a vote of its stockholders to approve the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”). The post-closing Company shall use its reasonable best efforts to (A) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Carmell, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Proxy Statement, then (1) such Party shall promptly inform, in the case of any Carmell Party, the Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such mutually agreed upon amendment or supplement with the SEC; and (4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from the SEC or its staff that it has completed its review of the preliminary ...
Preparation of Proxy Statement. ▇▇▇▇▇ shall prepare and file with the SEC the Proxy Statement at the earliest practicable date after the Offer has expired or terminated (unless 90% or more of outstanding ▇▇▇▇▇ Common Stock is acquired by Merger Sub pursuant to the Offer or ▇▇▇▇▇ Common Stock ceases to be registered under the Exchange Act in accordance with applicable law); and shall use all reasonable efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that is required to be set forth in an amendment of or a supplement to the Proxy Statement, ▇▇▇▇▇ shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Buyer, Merger Sub and ▇▇▇▇▇ shall cooperate with each other in the preparation of the Proxy Statement, and ▇▇▇▇▇ shall promptly notify Buyer of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Buyer copies of all correspondence between ▇▇▇▇▇ or any representative of ▇▇▇▇▇ and the SEC with respect to the Proxy Statement. ▇▇▇▇▇ shall give Buyer and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. If the Proxy Statement is required to be filed with the SEC, each of ▇▇▇▇▇, Buyer and Merger Sub agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of ▇▇▇▇▇ Common Stock entitled to vote at the Shareholder Meeting at the earliest practicable time.
Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party 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 or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn).
(b) Each o...
Preparation of Proxy Statement. Form F-1/F-4, Form F-3, Canadian Prospectus; Shareholders Meeting and Approval.
(a) As soon as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement and Parent and BEPC shall prepare and file with the SEC the Form F-1/F-4 and Form F-3, in each case, in preliminary form. The Proxy Statement will be included in and will constitute a part of the Form F-1/F-4, and Parent may elect, in its sole discretion, to have the Form F-1/F-4 also relate to the registration under the Securities Act of the BEPC Class A Shares, and the Parent LP Units issuable upon the exchange of such BEPC Class A Shares, to be issued in connection with the BEPC Distribution. The Parent Entities and the Company shall make available to each other all information, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement and the Form F-1/F-4 and the preparation and filing of the Form F-3. Such information and assistance shall include, if requested by Parent, the provision of such financial statements or other information of the Company and the Company Subsidiaries, and assistance with the preparation of pro forma financial statements of the Parent Entities, in each case that are required to be included or incorporated by reference into the Form F-1/F-4 or Form F-3, and the Company shall use its reasonable best efforts to cause its auditors (and any other current or former auditors of the Company or any Company Subsidiary, as the case may be) to deliver any required acknowledgements and consents in respect of any financial statements of the Company or any Company Subsidiary to be included or incorporated by reference into the Form F-1/F-4 or Form F-3. The Company hereby consents to the inclusion or incorporation by reference into the Form F-1/F-4 and Form F-3 of any financial statements or other information relating to the Company or any Company Subsidiary reasonably required to be included or incorporated by reference therein. Each of the Parent Entities and the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto and to have the Proxy Statement cleared by the SEC, and the Form F-1/F-4 and the Form F-3 declared effective by the SEC, in each case as promptly as reasonably practicable. The Parent Entities and the Company shall notify each othe...
Preparation of Proxy Statement. The Company shall promptly prepare and file with the SEC the Proxy Statement and shall use its best efforts to have such statement reviewed by the SEC and distributed to shareholders of the Company as soon as practicable after such filing. Buyer and Merger Subsidiary shall, cooperate with the Company in the preparation of the Proxy Statement and provide the Company with such information as the Company reasonably requests for preparation of and inclusion in the Proxy Statement.
Preparation of Proxy Statement. If required by Parent, the Company shall prepare and file with the SEC the Proxy Statement as soon as reasonably practicable thereafter, and shall use its best efforts to have the Proxy Statement cleared by the SEC. If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the Company, Parent and Sub agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of Company Common Stock entitled to vote at the Company Stockholders' Meeting at the earliest practicable time.
Preparation of Proxy Statement. The Selling Fund will prepare a proxy statement (the "Proxy Statement") on Schedule 14A of the 1934 Act relating to the transactions contemplated by this Agreement. The Proxy Statement shall be in compliance with the 1933 Act, the 1934 Act and the 1940 Act, as applicable. Each party will provide the other party with the materials and information necessary to prepare the Proxy Statement of the Selling Fund (the "Proxy Materials"), for inclusion therein, in connection with the meeting of the Selling Fund Shareholders to consider the approval of this Agreement and the transactions contemplated herein.
Preparation of Proxy Statement. To the extent necessary, each party will cooperate in the preparation of a proxy statement of the Bank (the “Proxy Statement”) which complies in substance with the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), the rules and regulations promulgated thereunder and other applicable federal and state laws, for the purpose of submitting this Exchange Plan and the share exchange transaction contemplated hereby to the Bank’s shareholders for approval. Each party will as promptly as practicable after the date hereof furnish all such data and information relating to it as the other party may reasonably request for the purpose of including such data and information in the Proxy Statement.