Post-Closing Filings Sample Clauses
The Post-Closing Filings clause outlines the obligations of the parties to submit necessary documents or notifications to governmental authorities or other relevant entities after the completion of a transaction. Typically, this involves filing forms to update ownership records, register new interests, or comply with regulatory requirements that arise as a result of the closing. By specifying these responsibilities, the clause ensures that all legal and administrative steps are completed to formalize the transaction and prevent future disputes or compliance issues.
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Post-Closing Filings. In connection with each Closing, the Company and the Purchasers, if applicable, agree to file all required forms or filings under applicable securities laws.
Post-Closing Filings. The Borrower shall make all post-closing filings that may be required by any Applicable Insurance Regulatory Authority (“Post-Closing Filings”).
Post-Closing Filings. Following the Effective Time, the Parties shall co-operate with each other in respect of any filings to be made with Securities Authorities pursuant to applicable Securities Laws or Governmental Entities arising in connection with, or resulting from, the Arrangement and other transactions contemplated by this Agreement. Without limiting the foregoing, if Cipher is obliged to file a business acquisition report (“Business Acquisition Report”) with Canadian Securities Authorities in respect of the Arrangement, pursuant to National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”), Correvio shall provide all such assistance (at the cost and expense of Cipher) as is reasonably necessary to prepare all such financial statements (including carve-out statements) as may required to be included in the Business Acquisition Report, within the applicable time period prescribed by NI 51-102.
Post-Closing Filings. The Company shall instruct its registered office provider to, within the applicable time period (as required by Applicable Law) following the Closing Date, file the Restated Articles with the Registrar of Companies of the Cayman Islands.
Post-Closing Filings. Promptly following Closing, the Purchaser shall make the notice and other filings required to be made after the Closing as described on Schedule 5.14 with respect to the Closing of the transactions contemplated hereby.
Post-Closing Filings. The Company shall prepare and submit the CSRC Filings (including, without limitation, the CSRC Filing Report) to the CSRC pursuant to the CSRC Filing Rules. The Company acknowledges and undertakes that in connect with the CSRC Filings to be made to the CSRC for the Share Offer, it and its directors shall:
9.6.1 comply with the requirements under the CSRC Filing Rules in the preparation and submission of the CSRC Filings in all material respects;
9.6.2 ensure that all information and statements included in the CSRC Filings (including the CSRC Filing Report) are and will remain true, accurate and complete and not misleading at the time of the submission of the CSRC Filings or its amendments, and that no material information or facts have been omitted or withheld at the time of the submission of the CSRC Filings or its amendments;
9.6.3 ensure that at the time of the submission of the CSRC Filings or its amendments
(i) there are not and will not be any conflicting, inconsistent or materially different descriptions of facts contained in the CSRC Filings, (ii) the CSRC Filings contain and will contain detailed analysis on the fulfillment of Article 15 of the CSRC Filing Rules and descriptions of all material events as required to be reported pursuant to the CSRC Filing Rules or other applicable laws, regulations and rules, and (iii) the CSRC Filings and all other documents filed with the CSRC or issued by or on behalf of the Company in connection with the Share Offer and any transactions contemplated by this Agreement do not and will not contain any statement or commentary that in any manner misrepresents or disparages laws, policies, business environment and judicial system of the PRC;
9.6.4 provide the Overall Coordinators with a written confirmation duly signed by a director or authorized representative of the Company, immediately before submission of the CSRC Filings, to confirm that (i) the Company has complied with all relevant requirements under the applicable laws, regulations and regulatory requirements the CSRC Rules and all relevant disclosure requirements in respect of the CSRC Filings pursuant to the CSRC Filing Rules;
Post-Closing Filings. The Company will execute and file with the Canadian Securities Regulators, all forms, notices and certificates required to be filed by the Company pursuant to Applicable Securities Laws in respect of the Offering, in the time required by the Applicable Securities Laws, including for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Agents pursuant to the closing conditions set forth in Section 6.1, as are required to be filed by the Company.
Post-Closing Filings. Following the Closing, Purchaser shall prepare (or cause to be prepared) and timely file (or caused to be timely filed) all other Tax Returns with respect to the Acquired Companies that are required to be filed (taking into account any extensions granted) after the Closing Date, including to Tax Returns for any Straddle Period. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Acquired Companies, as applicable, with respect to such items, except as otherwise required by Applicable Law. Purchaser shall deliver a draft of any such Tax Returns for Pre-Closing Tax Periods at least 30 days prior to the due date (taking into account any extension) for the filing of such Tax Return to the Holder Representatives for review. Purchaser shall reflect any reasonable comments the Holder Representatives may submit to Purchaser no less than five (5) Business Days prior to the due date of such Tax Returns (or any extension for such filling). For clarification purposes the parties agree: (i) the fact that any such Tax Returns are submitted to the Holder Representatives for review shall not, as of itself, be deemed to trigger and indemnification claim, impose an indemnification obligation on the Participating Rights Holder with respect thereto under this Article 8 and shall not exempt Purchaser from acting in accordance with, nor shall it prevent the Participating Rights Holders from relying on the provisions set forth in Article XI below (ii) the Taxes that may be due and payable by any of the Acquired Companies will not be, in of itself, evidence of a breach of the Company’s representations and warranties set forth in this Agreement (even if the position, interoperation of any applicable Tax law or action taken by Purchaser or any of the Acquired Companies will have an adverse impact the Acquired Companies business for the post-Closing Tax period), and (iii) only amounts exceeding the reserve for Tax liability for said item set forth on the face of the Balance Sheet (rather than in amounts in the notes thereto) shall be eligible for any Damage claim pursuant to this Agreement.
Post-Closing Filings. The Company will execute and file with the Securities Regulators, all forms, notices and certificates required to be filed by the Company pursuant to Applicable Securities Laws, in the time required by the Applicable Securities Laws, including for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Underwriters pursuant to the closing conditions set forth in Section 6.1, as are required to be filed by the Company.
Post-Closing Filings. In connection with the Closing, the Company and the Purchasers, if required, agree to file all required forms or filings under applicable laws within the time required by such laws, including the filing of any UCC financing statements required pursuant to the Security Agreement.