Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 3 contracts
Sources: Merger Agreement (Lipson David S), Merger Agreement (Integrated Systems Consulting Group Inc), Merger Agreement (Integrated Systems Consulting Group Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after None of the date of this Agreement, the Company and Parent shall prepare and cause information supplied or to be filed with supplied by Parent for inclusion in (i) the SEC Registration Statement will at the S-4 Registration Statementtime it becomes effective under the Securities Act, together with contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Joint Proxy Statement/Prospectus and any other documents required by shall not, on the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, date the Joint Proxy Statement/Prospectus is first mailed to Parent's stockholders and Company's shareholders, at the time of the Parent Stockholders' Meeting or the Company Shareholders' Meeting and at the Effective Time, contain any Other Filings untrue statement of a material fact or omit 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 are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for additional information the Parent Stockholders' Meeting or the Company Shareholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and will supply the other with copies of all correspondence between such party rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to Parent or any of its representativesaffiliates, on the one hand, and the SEC, officers or its staff or any other government officials, on the other hand, with respect directors should be discovered by Parent which should be set forth in an amendment to the S-4 Registration Statement, Statement or a supplement to the Joint Proxy Statement/Prospectus, any Other Filings Parent shall promptly inform Company. Notwithstanding the foregoing, Parent makes no representation or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply warranty with the rules and regulations promulgated by the SEC, to respond promptly respect to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it information supplied by Company which is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested contained in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parentforegoing documents.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Webvan Group Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Subject to the date accuracy of this Agreementthe representations of Parent in Section 2.13, the information supplied by the Company and Parent for inclusion in the Registration Statement shall prepare and cause not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to be filed with state any material fact necessary in order to make the SEC statements included therein, in light of the S-4 Registration Statementcircumstances under which they were made, together with not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any other documents required statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any other Federalinformation supplied by Parent or Merger Sub which is contained or incorporated by reference in, foreign or Blue Sky or related laws furnished in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statementpreparation of, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 3 contracts
Sources: Merger Agreement (Adt Limited), Merger Agreement (Adt Limited), Merger Agreement (Tyco International LTD)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Upon the date execution and delivery of this Agreement, Peoples and Limestone shall promptly cause the Company Registration Statement to be prepared and Parent Peoples shall prepare and cause the Registration Statement to be filed with the SEC. Peoples and Limestone shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the S-4 filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If, at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Limestone or Peoples is discovered by Limestone or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, together the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Limestone and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Limestone shall furnish all information concerning Limestone and the holders of Limestone Common Stock as may be reasonably requested in connection with any such action. Limestone and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement.
(b) ▇▇▇▇▇▇▇ and Limestone each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection for filing with the Merger and SEC and, when the transactions contemplated by this Agreement Registration Statement is effective, for delivery to their respective shareholders.
("Other Filings"). Each of Parent and c) If either party becomes aware prior to the Company will notify the other promptly upon the receipt Effective Time 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or that would cause 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause statements in the Joint Proxy Statement/Prospectus to be mailed false or misleading with respect to Parent's stockholders and any material fact, or to omit to state any material fact necessary to make the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersstatements therein not false or misleading, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company that party shall promptly furnish inform the other thereof and take the necessary steps to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or correct the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 3 contracts
Sources: Merger Agreement (Peoples Bancorp Inc), Merger Agreement (Limestone Bancorp, Inc.), Merger Agreement (Limestone Bancorp, Inc.)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Mergerbe included as a prospectus. Each of Parent and the Company shall use all commercially reasonable efforts efforts: (i) to cause the Form S-4 Registration Statement (including and the Joint Proxy Statement/Prospectus) and any Other Filings Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff and staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent will shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders stockholders, and the Company will shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersstockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Each of Parent and the Company shall promptly furnish to Parent the other all information concerning the Acquired Corporations such party and the Company's shareholders its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, either Parent or if the Company becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company such party: (i) shall promptly inform Parent thereof the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall cooperate provide the other party with Parent in filing a copy of such amendment or supplement promptly after it is filed with the SEC andSEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of or Parent.
(b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company ShareholdersStockholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 3 contracts
Sources: Merger Agreement (Macromedia Inc), Merger Agreement (Adobe Systems Inc), Merger Agreement (Adobe Systems Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 Subject to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments accuracy of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders representations of the Company and in Section 3.13, the stockholders of Parent.
registration statement (bthe "Registration Statement") Prior pursuant to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the which Parent Common Stock to be issued in the Merger will be registered with the SEC shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or qualified under omit to state any material fact required to be stated therein or necessary in order to make the securities law of every jurisdiction statements therein, in the light of the United States circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in which any registered holder the joint proxy statement/prospectus to be sent to the shareholders of Company Parent in connection with the general meeting of the shareholders of Parent to consider the Reverse Stock Split, the Share Amendment, the issuance of Parent Common Stock has an address in the Merger, the Parent Name Change and the New Parent Director Election (the "Parent Shareholders Meeting"), and to the shareholders of record the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders Meeting" and, together with the Parent Shareholders Meeting, the "Shareholders Meetings") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the record date for determining the shareholders entitled Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to notice of and to vote shareholders, at the Company Shareholders' Meetingtime of the Shareholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; providedor omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent or any of its respective affiliates, howeverofficers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, that Parent shall not be required (i) promptly inform the Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to qualify to do business as a foreign corporation any information supplied by the Company which is contained or incorporated by reference in, or furnished in any jurisdiction in which it is not now qualified connection with the preparation of, the Registration Statement or (ii) to file a general consent to service of process in any jurisdictionthe Joint Proxy Statement/Prospectus.
Appears in 3 contracts
Sources: Merger Agreement (Adt Limited), Merger Agreement (Adt Limited), Merger Agreement (Tyco International LTD)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As Each Party agrees to, and agrees to cause Newco to, cooperate with the other Party and Newco, and their Representatives, in the preparation and filing of the Registration Statement and the Joint Proxy Statement/Prospectus. Neither the Joint Proxy Statement/Prospectus nor the Registration Statement shall be filed, and, prior to the termination of this Agreement, no amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement shall be filed, by Newco, BNY or Mellon without the approval of the other Party (which approval shall not be unreasonably withheld or delayed) and its counsel. The Parties shall each cause Newco to use all reasonable efforts to cause the Registration Statement to be declared effective under the 1933 Act as promptly as practicable after filing thereof and to keep the date of Registration Statement effective as long as necessary to consummate the Merger and the transactions contemplated thereby. The Parties agree to, and to cause Newco to, use all reasonable efforts to obtain all Permits required by the Securities Laws to carry out the transactions contemplated by this Agreement, and each Party agrees to, and agrees to cause Newco to, furnish all information concerning them and the Company holders of their capital stock as may be reasonably requested in connection with any such action. Newco will advise the Parties, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Newco 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 Joint Proxy Statement/Prospectus or the Registration Statement.
(b) Each Party agrees, as to itself, its Subsidiaries and Parent shall prepare and cause Newco, that none of the information supplied or to be filed with supplied by it for inclusion or incorporation by reference in (i) the SEC Registration Statement will, at the S-4 time the Registration StatementStatement and each amendment and supplement thereto, together with if any, become effective under the 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement/Prospectus and any other documents required by amendment or supplement thereto, at the Securities Actdate of mailing to shareholders and at the times of the meetings of BNY shareholders and Mellon shareholders, will contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the Exchange Act statements, in light of the circumstances under which they were made, not misleading, or necessary to correct any other Federal, foreign or Blue Sky or related laws statement in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings amendment or for additional supplement thereto. Each Party further agrees that if it shall become aware prior to the Effective Time of any information and will supply the other with copies of all correspondence between such party or furnished by it that would cause 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause statements in the Joint Proxy Statement/Prospectus or the Registration Statement to be mailed false or misleading with respect to Parent's stockholders any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other Party thereof and to take the Company will use all reasonable efforts necessary steps to cause correct the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Registration Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 3 contracts
Sources: Merger Agreement (Mellon Financial Corp), Merger Agreement (Bank of New York Co Inc), Merger Agreement (Bank of New York Mellon CORP)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in any event within 45 days following the date of this Agreement), Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Mergerbe included as a prospectus. Each of Parent and the Company shall use all reasonable efforts best efforts: (i) to cause the Form S-4 Registration Statement (including and the Joint Proxy Statement/Prospectus) and any Other Filings Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff and staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent will shall use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders ’s stockholders, and the Company will shall use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Each of Parent and the Company shall promptly furnish to Parent the other party all information concerning the Acquired Corporations such party, its Subsidiaries and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, either Parent or if the Company becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company such party: (i) shall promptly inform Parent thereof the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall cooperate provide the other party with Parent in filing a copy of such amendment or supplement promptly after it is filed with the SEC andSEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of or Parent.
(b) Prior to the Effective Time, Parent shall use reasonable best efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law laws of every jurisdiction state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company Shareholders' Stockholders’ Meeting; provided, however, that Parent shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified; or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Opnext Inc), Merger Agreement (Oclaro, Inc.)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Mergerbe included as a prospectus. Each of Parent and the Company shall use all commercially reasonable efforts efforts: (i) to cause the Form S-4 Registration Statement (including and the Joint Proxy Statement/Prospectus) and any Other Filings Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff and staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent will shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders ’s stockholders, and the Company will shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Each of Parent and the Company shall promptly furnish to Parent the other party all information concerning the Acquired Corporations such party, its Subsidiaries and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, either Parent or if the Company becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company such party: (i) shall promptly inform Parent thereof the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall cooperate provide the other party with Parent in filing a copy of such amendment or supplement promptly after it is filed with the SEC andSEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of or Parent.
(b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company Shareholders' Stockholders’ Meeting; provided, however, that Parent shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified; or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Accelrys, Inc.), Merger Agreement (Accelrys, Inc.)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement, Parent and the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus. Each of the parties shall: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply in all material respects with all applicable rules, regulations and any other documents required by the Securities Act, requirements of the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement Securities Act; ("Other Filings"). Each of Parent and the Company will ii) promptly notify the other promptly upon the receipt of of, and cooperate with each other and use reasonable best efforts to respond to, any comments from or requests of the SEC or its staff staff, including for any amendment or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements supplement to the Form S-4 Registration Statement, the Statement of Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between such party it or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect relating to the Form S-4 Registration Statement, Statement or the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall ; (iv) use all reasonable best efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and 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 after it is filed with the SEC; (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal or Parent Acquisition Proposal.
(b) Parent shall advise the Company, promptly after receipt of notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filed, the issuance of any stop order relating thereto, or the suspension of the shares of Parent Common Stock for offering or sale in any jurisdiction, or any request by the SEC or its staff for any amendment of or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and Parent shall use its reasonable best efforts to as promptly as practicable have any stop order relating to the Form S-4 Registration Statement or any such suspension of the shares of Parent Common Stock lifted, reversed or otherwise terminated. Parent will use all reasonable efforts to shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders ’s shareholders, and the Company will use all reasonable efforts to shall cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company Each of the parties shall promptly furnish to Parent the other parties all information concerning such party, its Subsidiaries, directors, officers and (to the Acquired Corporations and the Company's shareholders extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 5.14.4. If If, at any event relating time prior to obtaining the Required Company Stockholder Vote or Required Parent Shareholder Vote, any of the Acquired Corporations occurs, or if the Company party becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/ProspectusProspectus in order to make any statement therein, in light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus not misleading, then the Company such party: (A) shall promptly inform Parent thereof the other party thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (C) shall cooperate provide the other party with Parent in filing a copy of such amendment or supplement promptly after it is filed with the SEC and, SEC; and (D) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the shareholders of the Company and Parent or the stockholders of Parentthe Company.
(bc) Prior to the Effective Time, Parent shall use its reasonable best efforts to obtain take all regulatory approvals needed other actions required to ensure that be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Common Stock to be issued in the Merger will be registered or qualified under Merger, including the securities law of every jurisdiction of the United States in which any registered holder of Company Parent Common Stock has an address to be issued upon the exercise of record on the record date for determining the shareholders entitled to notice converted Company Options and upon vesting of and to vote at the converted Company Shareholders' MeetingStock-Based Awards; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now so qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Analog Devices Inc), Merger Agreement (Maxim Integrated Products Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Upon the date execution and delivery of this Agreement, Peoples and NB&T Financial shall promptly cause the Company Registration Statement to be prepared and Parent Peoples shall prepare and cause the Registration Statement to be filed with the SEC. Peoples and NB&T Financial shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the S-4 filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to NB&T Financial or Peoples is discovered by NB&T Financial or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, together the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of NB&T Financial and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and NB&T Financial shall furnish all information concerning NB&T Financial and the holders of NB&T Financial Common Stock as may be reasonably requested in connection with any such action. NB&T Financial and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement.
(b) Peoples and NB&T Financial each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection for filing with the Merger and SEC and, when the transactions contemplated by this Agreement Registration Statement is effective, for delivery to its respective shareholders.
("Other Filings"). Each of Parent and c) If either party becomes aware prior to the Company will notify the other promptly upon the receipt Effective Time 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or that would cause 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause statements in the Joint Proxy Statement/Prospectus to be mailed false or misleading with respect to Parent's stockholders and any material fact, or to omit to state any material fact necessary to make the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersstatements therein not false or misleading, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company that party shall promptly furnish inform the other thereof and take the necessary steps to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or correct the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Peoples Bancorp Inc), Merger Agreement (Nb&t Financial Group Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and cause The registration statement on Form S-4 to be filed with the SEC by the S-4 Company in connection with the issuance of Company Common Stock pursuant to this Agreement (the “Registration Statement”) (and any amendment or supplement thereto), together with at the time the Registration Statement (and any amendment or supplement thereto) is filed, at the time the Registration Statement (and any amendment or supplement thereto) is declared effective by the SEC and at the Effective Time, will not contain any untrue statement of a material fact or omit 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. The Joint Proxy Statement/Prospectus, at the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the Company and ANI stockholders and at the time of the Company Special Meeting and the ANI Special Meeting (or any adjournment or postponement thereof), will not contain any untrue statement of a material fact or omit 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. The representations and warranties contained in this Section 4.19 will not apply to statements or omissions included in the Registration Statement or Joint Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) based upon information regarding ANI or any ANI Subsidiary supplied to the Company in writing by ANI for use therein (it being understood that all other documents required information in the Registration Statement and Joint Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) will be deemed to have been supplied by the Company). The Registration Statement and Joint Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) will, when filed, comply as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act or any other Federaland, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"subject to Section 5.4(d). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and include the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of ParentBoard Recommendation.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Biosante Pharmaceuticals Inc), Merger Agreement (Biosante Pharmaceuticals Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall cooperate to prepare and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Mergerbe included as a prospectus. Each of Parent and the Company shall use all commercially reasonable efforts efforts: (i) to cause the Form S-4 Registration Statement (including and the Joint Proxy Statement/Prospectus) and any Other Filings Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form ▇-▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement declared become effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall cause to be filed with the SEC the Joint Proxy Statement/Prospectus, Parent will shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders stockholders, and the Company will shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersstockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Each of Parent and the Company shall promptly furnish to Parent the other party all information concerning the Acquired Corporations such party, its Subsidiaries and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, either Parent or if the Company becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company such party: (i) shall promptly inform Parent thereof the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall cooperate provide the other party with Parent in filing a copy of such amendment or supplement promptly after it is filed with the SEC andSEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of or Parent.
(b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company ShareholdersStockholders' Meeting; provided, however, that Parent shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified; or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Allos Therapeutics Inc), Merger Agreement (Amag Pharmaceuticals Inc.)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after The information supplied by Omega for inclusion in the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, registration statement on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under (or such other successor form as shall be appropriate) pursuant to which the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any shares of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Newco Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement") shall not at the time the Registration Statement (including any amendments or qualified under supplements thereto) is declared effective by the securities law SEC contain any untrue statement of every jurisdiction a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the United States circumstances under which they were made, not misleading. The information supplied by Omega for inclusion in which the joint proxy statement/prospectus to be sent to the shareholders of Omega in connection with the meeting of Omega's shareholders to consider the Merger (the "Omega Shareholders Meeting") and to the shareholders of Online in connection with the meeting of Online's shareholders to consider the Merger (the "Online Shareholders Meeting" and, together with the Omega Shareholders Meeting, collectively herein referred to as "Shareholders Meetings") (such joint proxy statement/prospectus, together with any registered holder of Company Common Stock has an address of record amendments thereof or supplements thereto, in each case in the form or forms sent as aforesaid, the "Joint Proxy Statement/Prospectus") shall not, on the record date for determining the "Joint Proxy Statement/Prospectus" is first mailed to either the shareholders entitled to notice of and to vote Omega or Online, at the Company Shareholders' Meetingtime of the either of the Shareholders Meetings or at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; provided, however, that Parent shall not be required (i) or omit to qualify state any material fact necessary to do business as a foreign corporation correct any statement in any jurisdiction earlier communication with respect to the solicitation of proxies for either of the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by Omega which should be set forth in an amendment to the Registration Statement or a supplement to the "Joint Proxy Statement/Prospectus", Omega shall promptly inform Online of such event or information. Notwithstanding the foregoing, Omega makes no representation, warranty or covenant with respect to any information supplied by Online which it is not now qualified or (ii) to file a general consent to service of process contained in any jurisdictionof the foregoing documents.
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp), Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement, Parent and the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus. Each of the parties shall: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/ Prospectus to comply in all material respects with all applicable rules, regulations and any other documents required by the Securities Act, requirements of the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement Securities Act; ("Other Filings"). Each of Parent and the Company will ii) promptly notify the other promptly upon the receipt of of, and cooperate with each other and use reasonable best efforts to respond to, any comments from or requests of the SEC or its staff staff, including for any amendment or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements supplement to the Form S-4 Registration Statement, the Statement of Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between such party it or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect relating to the Form S-4 Registration Statement, Statement or the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall ; (iv) use all reasonable best efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and 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 after it is filed with the SEC; (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal or Parent Acquisition Proposal. The Company will, prior to filing the preliminary Joint Proxy Statement/Prospectus, obtain all necessary consents of the Company Financial Advisors to permit the Company to include in the Joint Proxy Statement/Prospectus the opinion of the Company Financial Advisors that, as of the date of such opinion and subject to the assumptions, qualifications and limitations set forth in such opinion, the Exchange Ratio pursuant to this Agreement is fair, from a financial point of view, to the holders of shares of Company Common Stock. Parent will will, prior to filing the preliminary Joint Proxy Statement/Prospectus, obtain all necessary consents of the Parent Financial Advisors to permit Parent to include in the Joint Proxy Statement/Prospectus the written opinion of the Parent Financial Advisors that, as of the date of such opinion and subject to the assumptions, qualifications and limitations set forth in such opinion, the Exchange Ratio set forth in this Agreement is fair, from a financial point of view, to Parent.
(b) Parent shall advise the Company, promptly after receipt of notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filed, the issuance of any stop order relating thereto, or the suspension of the shares of Parent Common Stock for offering or sale in any jurisdiction, or any request by the SEC or its staff for any amendment of or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and Parent shall use all its reasonable best efforts to as promptly as practicable have any stop order relating to the Form S-4 Registration Statement or any such suspension of the shares of Parent Common Stock lifted, reversed or otherwise terminated. Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders ’s stockholders, and the Company will use all reasonable efforts to shall cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company Each of the parties shall promptly furnish to Parent the other parties all information concerning such party, its Subsidiaries, directors, officers and (to the Acquired Corporations and the Company's shareholders extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 5.14.4. If If, at any event relating time prior to obtaining the Required Company Stockholder Vote or Required Parent Stockholder Vote, any of the Acquired Corporations occurs, or if the Company party becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/ProspectusProspectus in order to make any statement therein, in the light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus not misleading, then the Company such party: (A) shall promptly inform Parent thereof the other party thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (C) shall cooperate provide the other party with Parent in filing a copy of such amendment or supplement promptly after it is filed with the SEC and, SEC; and (D) if mailing is required by law or otherwise appropriate, shall cooperate in mailing such amendment or supplement to the shareholders stockholders of the Company and Parent or the stockholders of Parentthe Company.
(bc) Prior to the Effective Time, Parent shall use reasonable efforts take all other actions required to obtain all regulatory approvals needed to ensure that be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Common Stock to be issued in the Merger will be registered or qualified under Merger, including the securities law of every jurisdiction of the United States in which any registered holder of Company Parent Common Stock has an address to be issued upon the exercise of record on the record date for determining the shareholders entitled to notice converted Company Options and upon vesting of and to vote at the converted Company Shareholders' MeetingRSUs; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now so qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Xilinx Inc), Merger Agreement (Advanced Micro Devices Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus Statement and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and 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 after it is filed with the SEC. Each of Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will shall use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersparties' stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations Company and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.16.1. If any event relating to any of the Acquired Corporations Company occurs, or if the Company becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of ParentCompany.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company ShareholdersStockholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Abb Asea Brown Boveri LTD), Merger Agreement (Paradigm Technology Inc /De/)
Registration Statement; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by Company for inclusion in (ai) As promptly the Registration Statement (as practicable after defined in Section 2.5(b)) will at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the proxy statement/prospectus to be sent to the shareholders of Company and stockholders of Parent in connection with the meeting of Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "Company Shareholders' Meeting") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "Parent Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") shall not, on the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus is first mailed to Company's shareholders and any other documents required by Parent's stockholders, at the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each time of Parent and the Company will notify Shareholders' Meeting or the other promptly upon Parent Stockholders' Meeting and at the receipt Effective Time, contain any untrue statement of a material fact or omit to state any comments from material fact required to be stated therein or necessary in order to make the SEC statements therein, in light of the circumstances under which they are made, not false or its staff misleading, or omit to state any other government officials and of material fact necessary to correct any request by the SEC or its staff or statement in any other government officials for amendments or supplements earlier communication with respect to the S-4 Registration Statement, solicitation of proxies for the Company Shareholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus or will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any Other Filings or for additional information and will supply time prior to the other with copies of all correspondence between such party Effective Time, any event relating to Company or any of its representativesaffiliates, on the one hand, and the SEC, officers or its staff or any other government officials, on the other hand, with respect directors should be discovered by Company which should be set forth in an amendment to the S-4 Registration Statement, Statement or a supplement to the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent thereof and shall cooperate with Parent or Merger Sub which is contained in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders any of the Company and the stockholders of Parentforegoing documents.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc)
Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information supplied by OSI for inclusion in the Registration Statement on Form S-4 (athe "Registration Statement") As promptly pursuant to which the shares of LRC Common Stock issuable in the Merger will be registered with the SEC shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit 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. The information supplied by OSI for inclusion in the joint proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of OSI and LRC in connection with the meeting of OSI's stockholders to consider the Merger (the "OSI Stockholders Meeting") and the meeting of LRC's stockholders to consider the Merger (the "LRC Stockholders Meeting") (such Proxy Statement as practicable after amended or supplemented, together with the date letters to stockholders, notices of this Agreementmeeting, forms of proxies to be distributed to stockholders in connection with the Company Merger and Parent shall prepare and cause any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the S-4 Registration "Joint Proxy Statement") shall not, together with on the date the Joint Proxy Statement/Prospectus and any other documents required by Statement is first mailed to stockholders of OSI or LRC, at the Securities Act, time of the Exchange Act OSI Stockholders Meeting or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SECLRC Stockholders Meeting, or its staff at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any other government officialsmaterial fact, on or omit to state any material fact necessary in order to make the other handstatements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the S-4 Registration Statement, solicitation of proxies for the OSI Stockholders Meeting or the LRC Stockholder Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus, any Other Filings or Statement will comply as to form in all material respects with the Merger. Each provisions of Parent the Exchange Act and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to thereunder. If at any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed time prior to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Effective Time any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that information should be discovered by OSI which should be set forth in an amendment or supplement to the S-4 Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, then the Company OSI shall promptly inform Parent thereof LRC and shall cooperate Merger Sub. Notwithstanding the foregoing, OSI makes no representation, warranty or covenant with Parent respect to any information supplied by LRC or Merger Sub which is contained in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders any of the Company and the stockholders of Parentforegoing documents.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Lam Research Corp), Merger Agreement (Lam Research Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreementhereof, (i) Remainco shall deliver to Merger Partner the Company financial statements contemplated by Sections 5.11(a) and Parent 5.11(b) and (ii) (A) (and as promptly as reasonably practicable after the date such financial statements are delivered to Merger Partner), Merger Partner and Remainco shall jointly prepare and cause to be filed with the SEC the S-4 Joint Proxy Statement/Prospectus, in preliminary form, and Merger Partner shall cause to be filed with the SEC the Merger Partner Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus, and (B) unless otherwise agreed in writing by Remainco and Merger Partner, Remainco shall cause Spinco to file with the SEC a registration statement on Form 10 (together with any amendments, supplements, prospectus or information statements thereto, the “Spinco Registration Statement”), to register the Spinco Units to be distributed in the Distribution. Merger Partner and Remainco shall cooperate with each other in connection with the preparation and filing of the Merger Partner Registration Statement, the Joint Proxy Statement/Prospectus and any the Spinco Registration Statement. Merger Partner and Remainco shall file or cause to be filed such other appropriate documents required by with the Securities ActSEC as may be applicable. Merger Partner and Remainco shall (1) cause the Merger Partner Registration Statement, the Joint Proxy Statement/Prospectus and the Spinco Registration Statement to comply as to form in all material respects with the applicable rules, regulations and requirements of the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement Securities Act; ("Other Filings"). Each of Parent and the Company will 2) promptly notify the other of, cooperate with each other with respect to, provide the other Party (and its Representatives) with a reasonable opportunity to review and comment on, and respond promptly upon the receipt of to, any comments from of 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 with respect to the S-4 Merger Partner Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the Spinco Registration Statement; (3) provide the other Party (and its Representatives) with copies of all correspondence between such party or any of its representatives, a reasonable opportunity to review and comment on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4 Merger Partner Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent Prospectus and the Company Spinco Registration Statement, prior to filing of any such document with the SEC, including any amendments or supplements thereto; (4) have the Merger Partner Registration Statement and the Spinco Registration Statement become effective under the Securities Act and the Exchange Act, respectively, as promptly as reasonably practicable after each is filed with the SEC (it being understood that Merger Partner and Remainco shall use all commercially reasonable efforts to cause the S-4 Merger Partner Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared become effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed prior to the Company's shareholders, as promptly as practicable after date on which the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any financial statements included therein would become stale for purposes of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.the
Appears in 2 contracts
Sources: Merger Agreement (Everi Holdings Inc.), Merger Agreement (International Game Technology PLC)
Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (aas defined in Section 3.13) As promptly shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit 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. The information supplied by the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING") and to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "PARENT STOCKHOLDERS MEETING," and together with the Company Stockholder Meeting, the "STOCKHOLDERS MEETINGS") (such joint proxy statement/prospectus as practicable after amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), will not, on the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act (or any other Federalamendment thereof or supplement thereto) is first mailed to stockholders, foreign at the time of the Stockholders Meetings, or Blue Sky at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false 16- or related laws misleading with respect to any material fact, or shall omit to state any material fact necessary in connection order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Merger and solicitation of proxies for the transactions contemplated by this Agreement ("Other Filings")Stockholders Meetings which has become false or misleading. Each of Parent and If at any time prior to the Effective Time any event relating to the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representativesrespective affiliates, on officers or directors should be discovered by the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect Company which should be set forth in an amendment to the S-4 Registration Statement, Statement or a supplement to the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause promptly inform Parent and Merger Sub. Notwithstanding the S-4 Registration Statement (including foregoing, the Joint Proxy Statement/Prospectus) and any Other Filings to comply Company makes no representation or warranty with the rules and regulations promulgated by the SEC, to respond promptly respect to any comments of the SEC information supplied by Parent or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it Merger Sub which is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required contained in or reasonably requested furnished in connection with any action contemplated by this Section 5.1. If any event relating to any the preparation of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Summit Technology Inc), Merger Agreement (Autonomous Technologies Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreementhereof (and in any event, by May 15, 2021), Remainco shall cause to be prepared the Company financial statements contemplated by Section 5.14(a). As promptly as reasonably practicable after the date such financial statements are delivered to RMT Partner, (i) RMT Partner and Parent Remainco shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and RMT Partner shall cause to be filed with the SEC the RMT Partner Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus, and (ii) Remainco shall cause Spinco to file with the SEC a registration statement on Form 10 (together with any amendments, supplements, prospectus or information statements thereto, the “Spinco Registration Statement”), to register the shares of Spinco Common Stock to be distributed in the Distributions. Each of RMT Partner and Remainco shall cooperate with the other in connection with the preparation and filing of the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus and any the Spinco Registration Statement. RMT Partner and Remainco shall file or cause to be filed such other appropriate documents required by with the Securities ActSEC as may be applicable. Each of RMT Partner and Remainco shall: (A) cause the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus and the Spinco Registration Statement to comply as to form in all material respects with the applicable rules, regulations and requirements of the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement Securities Act; ("Other Filings"). Each of Parent and the Company will B) promptly notify the other of, cooperate with each other with respect to, provide the other party (and its Representatives) with a reasonable opportunity to review and comment on, and respond promptly upon the receipt of to, any comments from of 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 with respect to the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the Spinco Registration Statement; (C) provide the other party (and its Representatives) with copies of all correspondence between such party or any of its representatives, a reasonable opportunity to review and comment on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings Prospectus or the Merger. Each Spinco Registration Statement, prior to filing of Parent and any such document with the Company shall use all reasonable efforts to cause SEC, including any amendments or supplements thereto; (D) have each of the RMT Partner Form S-4 Registration Statement (including and the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Spinco Registration Statement declared become effective under the Securities Act and the Exchange Act, respectively, as promptly as reasonably practicable after it each is filed with the SEC. Parent will SEC (it being understood that each of RMT Partner and Remainco shall use all its reasonable best efforts to cause the RMT Partner Form S-4 Registration Statement to become effective under the Securities Act prior to the date on which the financial statements included therein would become stale for purposes of the rules promulgated by the SEC); and (E) keep each of the RMT Partner Form S-4 Registration Statement and the Spinco Registration Statement effective through the Closing in order to permit the consummation of the Contemplated Transactions. RMT Partner shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders RMT Partner’s stockholders, and the Company will use all reasonable efforts to Remainco shall cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersRemainco’s stockholders, in each case as promptly as reasonably practicable after the RMT Partner Form S-4 Registration Statement is declared becomes effective under the Securities Act. The Company Each of RMT Partner and Remainco shall promptly furnish to Parent the other party all information concerning the Acquired Corporations such party, its Subsidiaries and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If If, at any time prior to the Effective Time, any event relating to any of the Acquired Corporations occursor circumstance shall be discovered by either RMT Partner or Remainco, or if the Company either RMT Partner or Remainco becomes aware of any informationinformation furnished by it, in either case, that should be set forth disclosed in an amendment or supplement to the RMT Partner Form S-4 Registration Statement or Statement, the Joint Proxy Statement/ProspectusProspectus or the Spinco Registration Statement so that such document or documents would not include any untrue statement of a material fact or fail to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall such party shall: (1) promptly inform Parent thereof the other party thereof; (2) provide the other party (and shall cooperate its Representatives) with Parent in filing a reasonable opportunity to review and comment on any amendment or supplement to the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus or the Spinco Registration Statement prior to it being filed with the SEC; (3) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC andSEC; and (4) cooperate, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of ParentRMT Partner or Remainco (as the case may be). Remainco acknowledges that RMT Partner’s ability to comply with its obligations under this Section 5.1 depend, in part, on Remainco’s timely compliance with Section 5.14, and therefore RMT Partner shall be afforded a reasonable period to comply with such obligations based upon the timing of Remainco providing the financial statements herein contemplated.
(b) Prior to the Effective Time, Parent Each of RMT Partner and Remainco shall use also take all commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required actions (i) to qualify other than qualifying to do business as a foreign corporation in any jurisdiction in which it is not now qualified so qualified) required to be taken under any applicable state securities laws in connection with, in the case of the RMT Partner, the issuance of RMT Partner Common Stock pursuant to the Merger and, in the case of Remainco, the distribution of shares of Spinco Common Stock in the Distributions. If any state takeover statute or (ii) similar Legal Requirement shall become applicable to file a general consent the Contemplated Transactions, each of the parties and their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated hereby or by the other Transaction Documents and otherwise act to service eliminate or minimize the effects of process in any jurisdictionsuch statute or regulation on the Contemplated Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Regal Beloit Corp), Merger Agreement (Rexnord Corp)
Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by IMSI for inclusion or incorporation by reference in the Registration Statement (aas defined in Section 4.14) As promptly shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statement included therein not misleading. The information supplied by IMSI for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of IMSI in connection with the meeting of the stockholders of IMSI to consider the Merger (the "IMSI Stockholders' Meeting") (such joint proxy statement/prospectus as practicable after amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus"), will not, on the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act (or any other Federalamendment thereof or supplement thereto) is first mailed to stockholders, foreign at the time of the IMSI Stockholders' Meeting, or Blue Sky at the Effective Time, contain any statement, which at such time and in light of the circumstances under which it shall be made, is false or related laws misleading with respect to any material fact, or shall omit to state any material fact required to be stated therein or necessary in connection order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 respect to the S-4 Registration Statement, solicitation of proxies for IMSI Stockholders' Meeting which has become false or misleading. If at any time prior to the Joint Proxy Statement/Prospectus or Effective Time any Other Filings or for additional information and will supply the other with copies of all correspondence between such party event relating to IMSI or any of its representativesrespective affiliates, on the one hand, and the SEC, officers or its staff or any other government officials, on the other hand, with respect directors should be discovered by IMSI which is required to be set forth in an amendment to the S-4 Registration Statement, Statement or a supplement to the Joint Proxy Statement/Prospectus, any Other Filings IMSI shall promptly inform DCDC. Notwithstanding the foregoing, IMSI makes no representation or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply warranty with the rules and regulations promulgated by the SEC, to respond promptly respect to any comments of the SEC information supplied by DCDC which is contained or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested incorporated by reference in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parentforegoing documents.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Digital Creative Development Corp), Merger Agreement (International Microcomputer Software Inc /Ca/)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date execution of this Agreement, Parent, with the cooperation of the Company, shall prepare and file with the SEC a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a joint proxy statement/prospectus for stockholders of the Company and Parent shall prepare and cause (in the form mailed to be filed with the SEC the S-4 Registration StatementParent or Company stockholders, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Actas applicable, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus") (together with any amendments thereof or supplements thereto), any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply in connection with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective registration under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware offer and sale of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger and the other transactions contemplated by this Agreement. Parent shall use all reasonable efforts, and the Company will be registered or qualified under cooperate with
(b) The information supplied by the securities law of every jurisdiction of Company for inclusion in the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote Registration Statement shall not, at the time the Registration Statement is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by the Company Shareholders' Meeting; provided, however, that Parent shall not be required for inclusion in (i) the Joint Proxy Statement/Prospectus to qualify be sent to do business as a foreign corporation the stockholders of the Company in connection with the Company Stockholders Meeting shall not, at the date the Joint Proxy Statement/Prospectus (or any jurisdiction in which it supplement thereto) is not now qualified first mailed to stockholders, at the time of the Company Stockholders Meeting or at the Effective Time and (ii) the Joint Proxy Statement/Prospectus to file be sent to the stockholders of Parent in connection with the Parent Stockholders Meeting shall not, at the date the Joint Proxy
(c) The information supplied by Parent for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, contain any untrue statement of a general consent material fact or omit to service state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by Parent for inclusion in (i) the Joint Proxy Statement/Prospectus to be sent to the stockholders of process the Company in connection with the Company Stockholders Meeting shall not, at the date the Joint Proxy Statement/Prospectus (or any jurisdictionsupplement thereto) is first mailed to stockholders, at the time of the Company Stockholders Meeting or at the Effective Time and (ii) the Joint Proxy Statement/Prospectus to be sent to the stockholders of Parent in connection with the Parent Stockholders Meeting shall not, at the date the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to stockholders, at the time of the Parent Stockholders Meeting or at the Effective Time, contain any untrue statement of a material fact or omit 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 are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent or any of its affiliates, or to their respective officers or directors, should be discovered by Parent that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform the Company thereof in writing. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form in all 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.
Appears in 2 contracts
Sources: Merger Agreement (Harte Hanks Communications Inc), Merger Agreement (Dimark Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date hereof, FNB and Granite shall cooperate in the preparation of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus. FNB agrees to prepare, any Other Filings or in compliance with all applicable Laws, a registration statement on Form S-4 to be filed by FNB with the Merger. Each SEC in connection with the issuance of Parent and FNB Common Stock in the Company shall use all reasonable efforts to cause the S-4 Registration Statement Merger (including any amendments or supplements, the “Registration Statement”), which shall include the Joint Proxy Statement/Prospectus) . Granite agrees to cooperate, and any Other Filings to comply cause its Subsidiaries to cooperate, with the rules FNB, its counsel and regulations promulgated by the SECits accountants, to respond promptly to any comments in preparation of the SEC or Registration Statement; and provided that Granite and its staff and Subsidiaries have cooperated as required above, FNB agrees to have file the S-4 Registration Statement as promptly as reasonably practicable after the date hereof. Each of Granite and FNB agrees to use all reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof and to keep the Registration Statement effective as long as it is filed necessary to consummate the Merger and the other transactions contemplated hereby. FNB and Granite shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, and advise the other party of any oral comments, received from the SEC with respect to the Joint Proxy Statement/Prospectus. FNB shall provide Granite with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and any communications prior to filing such with the SEC, and will promptly provide Granite with a copy of all such filings and communications made with the SEC. Parent will FNB also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Granite agrees to furnish to FNB all information concerning Granite, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing.
(b) Each of Granite and FNB agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to the Granite stockholders and at the time of the Granite Stockholders Meeting, and at the date of mailing to the FNB Shareholders and at the time of the FNB Shareholders Meeting, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which such statements are made, not false or misleading. Each of Granite and FNB further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required false or reasonably requested in connection misleading with any action contemplated by this Section 5.1. If any event relating respect to any material fact, or to omit to state any material fact necessary to make the statements therein, in light of the Acquired Corporations occurscircumstances under which they are made, not false or if misleading, to promptly inform the Company becomes aware of any information, that should be set forth in an amendment or supplement other party thereof and to take the S-4 Registration Statement or necessary steps to correct the Joint Proxy Statement/Prospectus.
(c) FNB agrees to advise Granite, then promptly after FNB receives notice thereof, of the Company shall promptly inform Parent thereof and shall cooperate with Parent 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 FNB Common Stock for offering or sale in filing any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of ParentRegistration Statement or for additional information.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (FNB United Corp.), Merger Agreement (Bank of Granite Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and cause The information supplied or to be filed supplied by Oak for inclusion in the registration statement on Form S-4 pursuant to which shares of ▇▇▇▇▇ Common Stock issuable in the Merger will be registered with the SEC (the S-4 “Registration Statement, together with ”) shall not at the Joint Proxy Statement/Prospectus and any other documents required by time the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under the Securities Actwhich they were made, not misleading. The Company shall promptly furnish information supplied or to Parent all information concerning be supplied by Oak for inclusion in the Acquired Corporations and joint proxy statement/prospectus (the Company's shareholders that may “Joint Proxy Statement”) to be required or reasonably requested sent to the stockholders of Oak in connection with the meeting of Oak’ stockholders to consider this Agreement and the Merger (the “Oak Stockholders’ Meeting”) and in connection with the meeting of Zoran’s stockholders to consider the issuance of shares of ▇▇▇▇▇ Common Stock pursuant to the Merger (the “▇▇▇▇▇ Stockholders’ Meeting”) shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Oak or ▇▇▇▇▇, at the time of the Oak Stockholders’ Meeting, at the time of the ▇▇▇▇▇ Stockholders’ Meeting or at the Effective Time, contain any action contemplated by this Section 5.1statement which, at such time and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Oak Stockholders’ Meeting or the ▇▇▇▇▇ Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Oak or any of the Acquired Corporations occursits Affiliates, officers or if the Company becomes aware of any information, that directors should be discovered by Oak which is required to be set forth in an amendment or supplement to the S-4 Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, then the Company Oak shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent▇▇▇▇▇.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Zoran Corp \De\), Agreement and Plan of Reorganization (Oak Technology Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly soon as practicable after the date execution of this Agreement, the Company Omega and Parent Online shall prepare and cause file with the SEC preliminary proxy materials relating to be filed the Shareholders Meetings and the vote of the shareholders of each of Omega and Online with respect to the Merger. As soon as practicable following receipt of SEC comments on the Joint Proxy Statement/Prospectus, Omega and Online shall file with the SEC definitive proxy materials relating to the Shareholders Meetings and Newco shall file with the SEC the S-4 Registration Statement, together with which shall include the Joint Proxy Statement/Prospectus and any other documents required by as a prospectus, in connection with the registration under the Securities ActAct of the shares of Newco Common Stock to be distributed to holders of Omega Common Stock and Online Common Stock pursuant to the Merger. Each of Newco, Omega and Online shall use its reasonable best efforts to have or cause the Exchange Act Registration Statement to become effective (including clearing the Joint Proxy Statement/Prospectus with the SEC) as promptly as practicable, and shall take any and all actions required under any applicable federal or any other Federal, foreign state securities laws or Blue Sky or related blue sky laws in connection with the Merger issuance of Newco Common Stock pursuant to the Merger. Without limiting the generality of the foregoing, each of Omega and the transactions contemplated by this Agreement Online shall ("Other Filings"). Each of Parent and the Company will i) notify the other as promptly upon as practicable after the receipt by it of any written or oral comments from of the SEC on, or its staff or any other government officials and of any written or oral request by the SEC or its staff or any other government officials governmental official for amendments or supplements to, or any other filing or supplemental or additional information relating to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information the Registration Statement, and will shall promptly supply the other with copies of all correspondence between such party it or any of its representatives, on the one hand, and the SEC, or its staff SEC or any other government officialsgovernmental official, on the other hand, with respect to any of the S-4 foregoing filings, and (ii) use all reasonable efforts, after consultation with the other such party, to respond promptly to any comments made by the SEC with respect to the Joint Proxy Statement/Prospectus (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). As promptly as practicable after the Registration Statement shall have become effective, each of Omega and Online shall mail or cause to be mailed its Joint Proxy Statement/Prospectus to its respective shareholders.
(b) Omega and Online shall each cause the Registration Statement and the Joint Proxy Statement Prospectus to comply in all material respects with the Securities Act, the Exchange Act and all other applicable federal and state securities law requirements. Each of Omega and Online shall, and shall cause its respective representatives to, fully cooperate with the other such party and its respective representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall provide promptly to the other such information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. If at any time prior to the Effective Time Omega or Online shall become aware of any fact, event or circumstance that is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, any Other Filings Omega or Online, as the Merger. Each case may be, shall promptly notify the other of Parent such fact, event or circumstance and the Company parties shall use all reasonable efforts cooperate with each other in filing with the SEC or any other governmental official, and (in the case of a supplement to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) mailing to shareholders of Omega or Online, as appropriate, such amendment or supplement.
(i) The Joint Proxy Statement/Prospectus shall contain the unanimous recommendation of the Board of Directors of Omega that the Omega shareholders approve this Agreement and the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are advisable and fair to, and in the best interests of, the shareholders of Omega PROVIDED that no such recommendation need be included, and any Other Filings such recommendation may be withdrawn if previously included, if a Superior Proposal has been made and Omega and Omega's Board of Directors withdraw or modify such recommendation in compliance with, and otherwise have complied in all respects with, Section 5.4. Notwithstanding anything to comply with the rules and regulations promulgated by the SECcontrary contained herein, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause Omega shall not include in the Joint Proxy Statement/Prospectus any information with respect to be mailed Online or its affiliates or associates, the form and content of which information shall not have been approved by Online prior to Parent's stockholders such inclusion.
(ii) The Joint Proxy Statement/Prospectus shall contain the unanimous recommendation of the Board of Directors of Online that the Online shareholders approve this Agreement and the Company will use Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are advisable and fair to, and in the best interests of, the shareholders of Online PROVIDED that no such recommendation need be included, and any such recommendation may be withdrawn if previously included, if a Superior Proposal has been made and Online and Online's Board of Directors withdraw or modify such recommendation in compliance with, and otherwise have complied in all reasonable efforts respects with Section 5.4. Notwithstanding anything to cause the contrary contained herein, Online shall not include in the Joint Proxy Statement/Prospectus any information with respect to be mailed to Omega or its affiliates or associates, the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all form and content of which information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) have been approved by Omega prior to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdictionsuch inclusion.
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp), Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in any event within 30 days following the date of this Agreement), Parent and the Company shall prepare, and Parent shall cause to be filed with the SEC by Parent, the Company Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC and any other jurisdictions in which such filing may be required the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")will be included as a prospectus. Each of Parent and the Company will notify and Parent shall use reasonable best efforts: (i) to cause the other 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 Form S-4 Registration Statement, Statement and the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the applicable rules and regulations promulgated by the SECSEC and applicable states; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff and staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent will shall use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's ’s stockholders and the Company will shall use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities ActAct and qualifies under, or is exempt from qualification under, applicable state laws. The Each of Parent and the Company shall promptly furnish to Parent the other party all information concerning the Acquired Corporations such party, its Subsidiaries and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, either Parent or if the Company becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company then: (i) such party shall promptly inform the other party thereof; (ii) Parent thereof shall provide the Company (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) Parent shall cooperate provide the Company with Parent in filing a copy of such amendment or supplement promptly after it is filed with the SEC andSEC; and (iv) such party shall cooperate, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of or Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law laws of every jurisdiction state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at on the Company Shareholders' MeetingProposals; provided, however, that Parent shall not be required (i) required: to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdictionqualified.
Appears in 2 contracts
Sources: Merger Agreement (Broadcast International Inc), Merger Agreement (Alldigital Holdings, Inc.)
Registration Statement; Joint Proxy Statement/Prospectus. (a) Section 5.4.1 As promptly as practicable after the date execution of this Agreement, the Company and Parent shall prepare and cause to be filed file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the S-4 “Registration Statement”), which shall include a prospectus in connection with the issuance of shares of Parent Common Stock to the shareholders of the Company pursuant to the Merger, and a joint proxy statement relating to the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting (the “Joint Proxy Statement/Prospectus”) (it being understood that Parent shall file the Registration Statement with the SEC, and each of Parent and the Company shall file the Joint Proxy Statement/Prospectus). In connection therewith, each of the Company and Parent shall reasonably cooperate and shall cause their respective independent registered public accountants to cooperate with the other party and its independent registered public accountant, in connection with the preparation of the Registration Statement and Joint Proxy Statement/Prospectus, including with respect to the preparation of the pro forma and other financial information required to be included therein, or in any Current Report on Form 8-K or Exchange Act report or filing by Parent, including any registration statement filed by Parent, including by providing consents and customary comfort letters reasonably requested by Parent. In addition, each of the Company and Parent shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of the Company and Parent will use reasonable best efforts to respond to any comments made by the SEC with respect to the Registration Statement, together with the Joint Proxy Statement/Prospectus and any Other Filings, and to cause the Registration Statement to become effective as promptly as practicable. Prior to the effective date of the Registration Statement, Parent shall use reasonable best efforts to 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 in the Merger. Each of the Company and Parent shall furnish, or cause to be furnished, all information concerning it and the holders of its capital stock as the other documents required party may reasonably request in connection with such actions and the preparation of the Registration Statement, Joint Proxy Statement/Prospectus and any Other Filings. Subject to Sections 5.5 and 5.7, as promptly as reasonably practicable, each of the Company and Parent shall mail the Joint Proxy Statement/Prospectus to its shareholders. Subject to Section 5.7 hereof, the Company Proxy Statement shall include the recommendation of the Company Board that approval of this Agreement by the Company’s shareholders is advisable and that the Company Board has determined that the Merger is fair to and in the best interests of the Company’s shareholders (the “Company Recommendation”). The Joint Proxy Statement/Prospectus shall also include the recommendation of the board of directors of Parent (the “Parent Board”) that Parent’s shareholders approve the Merger and the issuance of shares of Parent Common Stock in accordance with Article 2 (the “Parent Recommendation”).
Section 5.4.2 Subject to Section 5.7 and other than pursuant to Rule 425 of the Securities Act, Act or Rule 14a-12 of the Exchange Act with respect to releases made in compliance with Section 5.11 of this Agreement, no amendment or supplement to Joint Proxy Statement/Prospectus or any Other Filings, nor any response to any comments or inquiry from the SEC, will be made by the Company or Parent without providing the other Federalparty with the opportunity to review and comment upon such response, foreign giving due consideration to all reasonable additions, deletions or Blue Sky changes suggested in connection therewith. The Company and Parent each will advise the other promptly after it receives notice of the time when the Registration Statement has become effective or related laws any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other promptly upon the receipt of for offering or sale in any comments from the SEC jurisdiction, 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 amendment of the S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information information.
Section 5.4.3 The Company shall use reasonable best efforts to cause to be delivered to Parent a letter of Ernst & Young LLP, the Company’s independent public accountants, dated within two Business Days before the date on which the Registration Statement shall become effective, addressed to Parent, in form and will supply substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with other registration statements that Parent may file.
Section 5.4.4 The Parent shall use reasonable best efforts to cause to be delivered to the Company a letter of Ernst & Young LLP, the Parent’s independent public accountants, dated within two Business Days before the date on which the Registration Statement shall become effective, addressed to the Company, in form and substance reasonably satisfactory to the Company and customary in scope and substance for letters delivered by independent public accountants in connection with other with copies of all correspondence between such party or registration statements.
Section 5.4.5 The parties shall use their reasonable best efforts to cause their respective independent auditors to render any of consent required by the SEC to include its representatives, report on the one handCompany consolidated financial statements or the Parent consolidated financial statements, as the case may be, in the Registration Statement and to references to said accountants as experts in the SEC, or its staff or any other government officials, on the other hand, Registration Statement with respect to the S-4 Registration Statementmatters included in said report.
Section 5.4.6 Parent shall promptly inform the Company if, at any time prior to the Joint Proxy Statement/ProspectusEffective Time, any Other Filings event or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish circumstance relating to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to Parent Subsidiary, or any of the Acquired Corporations occurstheir respective officers or directors, or if the Company becomes aware of any information, should be discovered by Parent that should be set forth in an amendment or a supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Prospectus or any Other Filing. The Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC andif, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior at any time prior to the Effective Time, Parent shall use reasonable efforts any event or circumstance relating to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; providedor any Company Subsidiary, howeveror any of their respective officers or directors, should be discovered by the Company that Parent shall not should be required (i) set forth in an amendment or a supplement to qualify to do business as a foreign corporation in the Registration Statement, Joint Proxy Statement/Prospectus or any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdictionOther Filing.
Appears in 2 contracts
Sources: Merger Agreement (Citizens Republic Bancorp, Inc.), Merger Agreement (Firstmerit Corp /Oh/)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus in preliminary form and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")will be included. Each of Parent and Neither the Company nor Parent will notify the other 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 S-4 Registration Statement, file the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply Form S-4 Registration Statement with the SEC without first providing the other with copies of all correspondence between such party or any of Party and its representatives, counsel a reasonable opportunity to review and comment on the one handportions thereof prepared by such Party, and each Party will give good faith consideration to all reasonable additions, deletions or changes suggested by the SEC, other Party or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Mergercounsel. Each of Parent and the Company shall use all their reasonable best efforts to to: (i) cause the Form S-4 Registration Statement (including and the Joint Proxy Statement/Prospectus) and any Other Filings Prospectus to comply with the applicable forms, rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff staff; and to (iii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will shall use all its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders ’s stockholders, and the Company will use all its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company Each Party shall promptly furnish to Parent the other Party all information concerning the Acquired Corporations such Party and the Company's shareholders its Subsidiaries, officers, directors and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating In addition, each Party will use its reasonable best efforts to any cause such Party’s independent registered public accounting firm to consent to the inclusion or incorporation by reference of the Acquired Corporations occurs, or if audit reports on the annual audited consolidated financial statements of such Party included in the Form S-4 Registration Statement. The Company will use its reasonable best efforts to provide information concerning the Company to the extent reasonably necessary to enable Parent to prepare required pro forma financial statements and related footnotes required to be included in the Form S-4 Registration Statement.
(b) If the Company or Parent becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall such Party shall: (i) promptly inform Parent thereof the other Party thereof; (ii) provide the other Party (and shall cooperate its counsel) with Parent in filing a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC, and give good faith consideration to all reasonable additions, deletions or changes suggested by the other Party or its counsel; (iii) provide the other Party with a copy of such amendment or supplement promptly after it is filed with the SEC and, SEC; and (iv) if mailing is appropriate, cooperate in mailing such amendment or supplement to the shareholders stockholders of the Company and or the stockholders of Parent.
(bc) Prior to the Effective Time, Parent and the Company shall use their respective reasonable best efforts to obtain take all regulatory approvals needed other action required to ensure that be taken under the Securities Act (and the rules and regulations of the SEC promulgated thereunder), the Exchange Act (and the rules and regulations of the SEC promulgated thereunder) or under any applicable state securities or “blue sky” laws (and the rules and regulations promulgated thereunder) in connection with the issuance, exchange and listing of Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; providedMerger, however, except that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now so qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Momentive Global Inc.), Merger Agreement (Momentive Global Inc.)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall cooperate to prepare and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Mergerbe included as a prospectus. Each of Parent and the Company shall use all commercially reasonable efforts efforts: (i) to cause the Form S-4 Registration Statement (including and the Joint Proxy Statement/Prospectus) and any Other Filings Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement declared become effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall cause to be filed with the SEC the Joint Proxy Statement/Prospectus, Parent will shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders ’s stockholders, and the Company will shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Each of Parent and the Company shall promptly furnish to Parent the other party all information concerning the Acquired Corporations such party, its Subsidiaries and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, either Parent or if the Company becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company such party: (i) shall promptly inform Parent thereof the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall cooperate provide the other party with Parent in filing a copy of such amendment or supplement promptly after it is filed with the SEC andSEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of or Parent.
(b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company Shareholders' Stockholders’ Meeting; provided, however, that Parent shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified; or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Advanced Photonix Inc), Merger Agreement (Luna Innovations Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Mergerbe included as a prospectus. Each of Parent and the Company shall use all reasonable efforts best efforts: (i) to cause the Form S-4 Registration Statement (including and the Joint Proxy Statement/Prospectus) and any Other Filings Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff and staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent will shall use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders ’s stockholders, and the Company will shall use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Each of Parent and the Company shall promptly furnish to Parent the other party all information concerning the Acquired Corporations such party, its Subsidiaries and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, either Parent or if the Company becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company such party: (i) shall promptly inform Parent thereof the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall cooperate provide the other party with Parent in filing a copy of such amendment or supplement promptly after it is filed with the SEC andSEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of or Parent.
(b) Prior to the Effective Time, Parent shall use reasonable best efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company Shareholders' Stockholders’ Meeting; provided, however, that Parent shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified; or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Avanex Corp), Agreement and Plan of Merger and Reorganization (Bookham, Inc.)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Actwill be included as a prospectus, the Exchange Act or any other Federalin each case, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")preliminary form. Each of Parent and the Company will notify parties shall use reasonable best efforts: (i) to cause the other 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 Form S-4 Registration Statement, Statement and the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff (including providing the other Party a reasonable opportunity to review and comment on such response); (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the First Merger. Parent will shall use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders ’s stockholders, and the Company will shall use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company Each of the Parties shall promptly furnish to Parent the other Parties all information concerning the Acquired Corporations such Party, its Subsidiaries and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. For the avoidance of doubt, no filing of the Form S-4 Registration Statement will be made by Parent without providing the Company with a reasonable opportunity to review and comment thereon. If any event relating to any of the Acquired Corporations occurs, or if the Company Party becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company such Party: (i) shall promptly inform Parent thereof the other Party thereof; (ii) shall provide the other Party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall cooperate provide the other Party with Parent in filing a copy of such amendment or supplement promptly after it is filed with the SEC and, SEC; and (iv) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the shareholders stockholders of the Company and or the stockholders of Parent.
(b) Prior to the First Merger Effective Time, Parent and the Company shall use their respective reasonable best efforts to obtain take all regulatory approvals needed other action required to ensure that be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance, exchange and listing of Parent Common Stock to be issued in the Merger will be registered or qualified under First Merger, including the securities law of every jurisdiction of the United States in which any registered holder of Company Parent Common Stock has an address to be issued upon the exercise of record on converted Company Warrants and upon the record date for determining the shareholders entitled to notice vesting of and to vote at the converted Company Shareholders' MeetingRSUs; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now so qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 2 contracts
Sources: Merger Agreement (Gulfmark Offshore Inc), Merger Agreement (Tidewater Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company Buyer and Parent the Seller shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) and the Buyer shall prepare and cause to be filed with the SEC a registration statement on Form S-4 covering the issuance of the Merger Consideration (“Form S-4 Registration Statement”), together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")will be included as a prospectus. Each of Parent the Buyer and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company Seller shall use all reasonable best efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and 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 after it is filed with the SEC and to keep the Form S-4 Registration Statement effective through the Effective Time or termination of this Agreement pursuant to Article VIII hereof. Buyer and Seller shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement Prospectus or Form S-4 Registration Statement (or any document incorporated therein by reference) received from the SEC. Parent will use all Each party shall cooperate and provide the other party with a reasonable efforts opportunity to cause review and comment on any amendment or supplement to the Joint Proxy Statement Prospectus and the Form S-4 Registration Statement prior to filing such with the SEC. Notwithstanding any other provision herein to the contrary (but subject to the rights of the Seller pursuant to Section 6.5), no amendment or supplement (including incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement shall be made without the approval of each party, which approval shall not be unreasonably withheld or delayed; provided that with respect to be mailed documents filed by a party which are incorporated by reference in the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement, this right of approval shall apply only with respect to Parent's stockholders and information relating to the Company other party or its business, financial condition or results of operations. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement becomes effective, the issuance of any stop order, the suspension of the qualification of the Buyer 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 Registration Statement or the Joint Proxy Statement/Prospectus. The Buyer will use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersBuyer’s stockholders, and the Seller will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Seller’s stockholders, in either case, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company ; provided, however, that the parties shall promptly furnish to Parent all information concerning consult and cooperate with each other in determining the Acquired Corporations appropriate time for mailing the Joint Proxy Statement/Prospectus in light of the date set for the Seller Stockholders’ Meeting and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1Buyer Stockholders’ Meeting. If any event relating to any of the Acquired Corporations occurs, Buyer or if the Company Seller becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/ProspectusProspectus 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, then the Company such party shall promptly inform Parent the other thereof and shall cooperate with Parent the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company Buyer and the stockholders of ParentSeller.
(b) Prior to the Effective Time, Parent the Buyer shall use reasonable best efforts to obtain all regulatory approvals needed to ensure that the Parent Buyer Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on necessary to effect the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' MeetingMerger; provided, however, that Parent the Buyer shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified, or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Digitas Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, The information supplied by the Company and Parent shall prepare and cause to be filed with for inclusion in the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, registration statement on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under (or such other or successor form as shall be appropriate) pursuant to which the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any shares of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement") shall not at the time the Registration Statement (including any amendments or qualified under supplements thereto) is declared effective by the securities law SEC contain any untrue statement of every jurisdiction a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the United States circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in which any registered holder the joint proxy statement/prospectus to be sent to the shareholders of Company Common Stock has an address in connection with the meeting of record Company's shareholders to consider the Merger (the "Company Shareholders Meeting") and to the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the Merger (the "Parent Stockholders Meeting") (such joint proxy 21 23 statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") shall not, on the record date for determining the Joint Proxy Statement/Prospectus is first mailed to Company's shareholders entitled to notice of and to vote the Parent stockholders, at the time of the Company Shareholders' MeetingShareholders Meeting and the Parent Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; provided, however, that Parent shall not be required (i) or omit to qualify state any material fact necessary to do business as a foreign corporation correct any statement in any jurisdiction earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub which it is not now qualified or (ii) to file a general consent to service of process contained in any jurisdictionof the foregoing documents.
Appears in 1 contract
Sources: Merger Agreement (Qlogic Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent BFC shall prepare and cause to be filed file with the SEC SEC, with BBX Capital’s assistance (as described below), the S-4 Registration Statement, together with which shall include the Joint Proxy Statement/Prospectus of BBX Capital and BFC relating to the BBX Capital Meeting and BFC Meeting. BFC, with BBX Capital’s assistance (as described below), shall use commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable after filing, including, without limitation, by responding to any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other promptly upon the receipt of any all 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 relating to the S-4 Registration Statement, Statement as promptly as practicable following the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one handreceipt thereof, and maintain the SEC, or its staff or any other government officials, on effectiveness of such Registration Statement until all of the other hand, with respect to shares of BFC Class A Common Stock have been issued and distributed in the S-4 Registration Statement, Merger as described in the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company BFC shall use all commercially reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and to be taken any Other Filings to comply action required under applicable federal or state securities Laws in connection with the rules issuance of shares of BFC Class A Common Stock pursuant to the Merger. BBX Capital shall furnish all information concerning BBX Capital as BFC may reasonably request in connection with such actions and regulations promulgated by the preparation of the Registration Statement, including information in response to comments received from the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as . As promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause Registration Statement becomes effective, BBX Capital shall mail the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders its shareholders, and the Company will use all reasonable efforts to cause BFC shall mail the Joint Proxy Statement/Prospectus to be mailed its shareholders. Notwithstanding anything to the Company's shareholderscontrary contained herein, as promptly as practicable after neither the Form S-4 Joint Proxy Statement/Prospectus nor the Registration Statement is declared effective under nor any amendment or supplement thereto shall be filed or mailed without the Securities Act. The Company consent of both BFC and BBX Capital, which consent shall promptly furnish to Parent all information concerning not be unreasonably withheld or delayed.
(b) If before the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Effective Time, any event or circumstance relating to BBX Capital or any of the Acquired Corporations occursits Subsidiaries or Affiliates is discovered by BBX Capital, or if the Company becomes aware any event or circumstance relating to BFC or any of any informationits Subsidiaries or Affiliates is discovered by BFC, that and such information should be set forth in an amendment or a supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company BBX Capital shall promptly inform Parent thereof BFC and shall cooperate with Parent in filing such amendment provide to BFC, or supplement with the SEC andBFC shall promptly inform BBX Capital and prepare, if appropriate, in mailing such amendment appropriate amendments or supplement supplements to the shareholders Registration Statement or the Joint Proxy Statement/Prospectus. The representations and warranties of the Company and the stockholders of Parent.
(b) Prior parties contained in this Agreement as to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that accuracy of the Parent Common Stock to be issued information contained in the Merger will be registered Registration Statement and Joint Proxy Statement/Prospectus shall apply to all such amended or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdictionsupplemented information.
Appears in 1 contract
Sources: Merger Agreement (BBX Capital Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company Buyer and Parent the Seller shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") and the Buyer shall prepare and cause to be filed with the SEC a registration statement on Form S-4 covering the issuance of the Merger Consideration ("Form S-4 Registration Statement"), together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")will be included as a prospectus. Each of Parent the Buyer and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company Seller shall use all reasonable best efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and 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 after it is filed with the SEC and to keep the Form S-4 Registration Statement effective through the Effective Time or termination of this Agreement pursuant to Article VIII hereof. Buyer and Seller shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement Prospectus or Form S 4 Registration Statement (or any document incorporated therein by reference) received from the SEC. Parent will use all Each party shall cooperate and provide the other party with a reasonable efforts opportunity to cause review and comment on any amendment or supplement to the Joint Proxy Statement Prospectus and the Form S-4 Registration Statement prior to filing such with the SEC. Notwithstanding any other provision herein to the contrary (but subject to the rights of the Seller pursuant to Section 6.5), no amendment or supplement (including incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement shall be made without the approval of each party, which approval shall not be unreasonably withheld or delayed; provided that with respect to be mailed documents filed by a party which are incorporated by reference in the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement, this right of approval shall apply only with respect to Parent's stockholders and information relating to the Company other party or its business, financial condition or results of operations. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement becomes effective, the issuance of any stop order, the suspension of the qualification of the Buyer 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 Registration Statement or the Joint Proxy Statement/Prospectus. The Buyer will use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the CompanyBuyer's shareholdersstockholders, and the Seller will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Seller's stockholders, in either case, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company ; provided, however, that the parties shall promptly furnish to Parent all information concerning consult and cooperate with each other in determining the Acquired Corporations appropriate time for mailing the Joint Proxy Statement/Prospectus in light of the date set for the Seller Stockholders' Meeting and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1Buyer Stockholders' Meeting. If any event relating to any of the Acquired Corporations occurs, Buyer or if the Company Seller becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/ProspectusProspectus 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, then the Company such party shall promptly inform Parent the other thereof and shall cooperate with Parent the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company Buyer and the stockholders of ParentSeller.
(b) Prior to the Effective Time, Parent the Buyer shall use reasonable best efforts to obtain all regulatory approvals needed to ensure that the Parent Buyer Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on necessary to effect the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' MeetingMerger; provided, however, that Parent the Buyer shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified, or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Modem Media Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent L▇▇▇▇▇ shall prepare and cause to be filed supply BFC with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents information pertaining to L▇▇▇▇▇ required by the Securities Act or the Exchange Act, as the Exchange Act case may be, for inclusion or any other Federal, foreign or Blue Sky or related laws incorporation by reference in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and filed by BFC, which information shall not at each time the Company will use all reasonable efforts to cause Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act, at the time the Joint Proxy Statement/Prospectus is mailed to L▇▇▇▇▇’▇ shareholders or at the time of the L▇▇▇▇▇ Special Meeting or the BFC Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be mailed stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is or shall be made by L▇▇▇▇▇ with respect to the Company's shareholders, as promptly as practicable after accuracy of statements made in the Form S-4 Joint Proxy Statement/Prospectus or the Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all based on information concerning the Acquired Corporations and the Company's shareholders that may be required supplied by BFC or reasonably requested Merger Sub for inclusion or incorporation by reference in connection with any action contemplated by this Section 5.1such documents. If before the Effective Time, any event or circumstance relating to L▇▇▇▇▇ or any of the Acquired Corporations occursits Subsidiaries, or if the Company becomes aware of any informationtheir respective officers, managers or directors, is discovered by L▇▇▇▇▇ that should be set forth in an amendment or a supplement to the S-4 Registration Statement or Joint Proxy Statement/Prospectus, L▇▇▇▇▇ shall promptly inform BFC and shall provide to BFC appropriate amendments or supplements to the Registration Statement or Joint Proxy Statement/Prospectus, and the representations and warranties of L▇▇▇▇▇ set forth in this Section 7.6(a) as to the accuracy of such information shall apply to all such amended or supplemented information
(b) As promptly as practicable after the date of this Agreement, BFC shall provide L▇▇▇▇▇ with the information pertaining to BFC and Merger Sub required by the Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement/Prospectus to be filed by BFC, which information shall not at the time the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act, at the time the Joint Proxy Statement/Prospectus is mailed to L▇▇▇▇▇’▇ shareholders, at the time the Joint Proxy Statement/Prospectus is mailed to BFC’s shareholders or at the time of the L▇▇▇▇▇ Special Meeting or the BFC Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is or shall be made by BFC with respect to statements made in the Registration Statement or Joint Proxy Statement/Prospectus based on information supplied by L▇▇▇▇▇ for inclusion or incorporation by reference in such documents. If before the Effective Time, any event or circumstance relating to BFC or any of its Subsidiaries, or their respective officers, managers or directors, should be discovered by BFC that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement/Prospectus, then the Company BFC shall promptly inform Parent thereof L▇▇▇▇▇ and shall cooperate with Parent in filing such amendment make appropriate amendments or supplement with the SEC and, if appropriate, in mailing such amendment or supplement supplements to the shareholders of the Company Registration Statement or Joint Proxy Statement/Prospectus, and the stockholders representations and warranties of ParentBFC set forth in this Section 7.6(b) as to the accuracy of such information shall apply to all such amended or supplemented information.
(bc) Prior As promptly as practicable after the date of this Agreement, BFC shall prepare and file with the SEC, with L▇▇▇▇▇’▇ assistance, the Registration Statement, which shall include the Joint Proxy Statement/Prospectus of L▇▇▇▇▇ and BFC relating to the L▇▇▇▇▇ Special Meeting and BFC Special Meeting. BFC shall use all commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable after filing and shall use commercially reasonable efforts to maintain the effectiveness of such Registration Statement until all of the shares of BFC Class A Common Stock have been issued and distributed in the Merger as described in the Joint Proxy Statement/Prospectus. BFC shall take any action required under applicable federal or state securities Laws in connection with the issuance of shares of BFC Class A Common Stock pursuant to the Merger. BFC shall, promptly after the execution of the Agreement, prepare and submit to the NYSE Arca a listing application covering all shares of BFC Class A Common Stock to be issued to the L▇▇▇▇▇ shareholders in the Merger and pursuant to the L▇▇▇▇▇ Options and restricted stock awards to be assumed by BFC, and shall use its reasonable best efforts to obtain, prior to the Effective Time, Parent approval for the listing of all of such shares, subject to official notice of issuance, as promptly as practicable after the date hereof, and in any event prior to the Closing. The Surviving Corporation shall use its reasonable best efforts to obtain all regulatory approvals needed to ensure that cause the Parent L▇▇▇▇▇ Class A Common Stock to be issued in delisted from the Merger will be registered or qualified NYSE and deregistered under the securities law of every jurisdiction Exchange Act as soon as practicable following the Effective Time. L▇▇▇▇▇ shall furnish all information concerning L▇▇▇▇▇ as BFC may reasonably request in connection with such actions and the preparation of the United States Registration Statement, including information in response to comments received from the SEC. As promptly as practicable after the Registration Statement becomes effective, L▇▇▇▇▇ shall mail the Joint Proxy Statement/Prospectus to its shareholders and BFC shall mail the Joint Proxy Statement/Prospectus to its shareholders. Notwithstanding anything to the contrary contained herein, neither the Joint Proxy Statement/Prospectus nor the Registration Statement nor any amendment or supplement thereto shall be filed or mailed without the consent of both BFC and L▇▇▇▇▇, which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent consent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdictionunreasonably withheld.
Appears in 1 contract
Sources: Merger Agreement (Levitt Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent Parties shall prepare and cause to be filed with the SEC the Joint Proxy Statement/ Prospectus and CancerVax shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Statement/ Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")will be included as a prospectus. Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company Parties shall use all commercially reasonable efforts to cause the Form S-4 Registration Statement (including and the Joint Proxy Statement/Prospectus) and any Other Filings Statement/ Prospectus to comply with the applicable rules and 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 after it is filed with the SEC. Parent will Each of the Parties shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Statement/ Prospectus to be mailed to Parent's ’s and CancerVax’s stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company Each Party shall promptly furnish to Parent the other Party all information concerning the Acquired Corporations such Party and the Company's shareholders such Party’s subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations Micromet Parties occurs, or if the Company Micromet becomes aware of any information, that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Statement/ Prospectus, then the Company Micromet shall promptly inform Parent CancerVax thereof and shall cooperate with Parent CancerVax in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent CancerVax shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent CancerVax Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Company Parent Common Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company Shareholders' Parent Stockholders’ Meeting; provided, however, that Parent CancerVax shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified; or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Cancervax Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in any event within ten (10) days following the date of this Agreement), the Parent shall prepare (and Company shall cooperate in preparing) the Form S-4 Registration Statement, and Parent shall prepare and cause to be filed with the SEC the S-4 Registration StatementForm S-4, together with which will include the Joint Proxy Statement/Prospectus and any other documents required by . Parent shall (i) cause the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 Form S-4 Registration Statement, Statement and the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings therein to comply with the applicable rules and regulations promulgated by the SEC; (ii) promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff and staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent will use all reasonable efforts to and the Company shall cause the definitive Joint Proxy Statement/Prospectus Statement to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholderstheir respective shareholders or stockholders, as applicable, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Each of Parent and the Company shall promptly furnish to Parent the other party all information concerning the Acquired Corporations such party, its subsidiaries and the Company's shareholders or stockholders, as applicable, that may be required or reasonably requested in connection with any action contemplated by this Section 5.14.12, including the Company’s obligation to provide any and all financial statements required to be included in the Form S-4 Registration Statement (and any amendments thereto). Each party bears the cost of printing its own information. If any event relating to any of the Acquired Corporations occurs, either Parent or if the Company becomes aware of any informationaction taken or not taken or of any developments regarding their respective businesses, in any such case that is known by the Company and the Parent, as applicable, that should would cause the Form S-4 Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be set forth in stated therein or necessary to make the statements therein not misleading: (i) such party shall promptly inform the other party thereof; (ii) the parties will cooperate fully to cause an amendment or supplement to be made to the Form S-4 Registration Statement, such that the Form S-4 Registration Statement no longer contains an untrue statement of a material fact or omits to state a material fact required to be stated herein or necessary to the Joint Proxy Statement/Prospectus, then make the statements therein no misleading; (iii) Parent shall provide the Company shall promptly inform Parent thereof (and shall cooperate its counsel) with Parent in filing such a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement; (iv) Parent shall provide the Company with a copy of any amendment or supplement to the Form S-4 Registration Statement promptly after it is filed with the SEC andSEC; and (v) Parent and the Company shall, if appropriate, in mailing disseminate any such amendment or supplement to the their respective shareholders of the Company and the stockholders of Parentor stockholders, as applicable, in accordance with applicable Law.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. The information regarding ANI and the ANI Subsidiaries supplied by ANI for inclusion in the Registration Statement (and any amendment or supplement thereto), at the time the Registration Statement (and any amendment or supplement thereto) is filed, at the time the Registration Statement (and any amendment or supplement thereto) is declared effective by the Securities and Exchange Commission (the “SEC”) and at the Effective Time, will not contain any untrue statement of a material fact or omit 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. The information regarding ANI and the ANI Subsidiaries supplied by ANI for inclusion in the joint proxy statement/prospectus to be sent to (a) As promptly as practicable after the date Company’s stockholders in connection with the solicitation of proxies in favor of (i) the approval of the Company Charter Amendments and (ii) the approval of the issuance of shares of Company Common Stock pursuant to this Agreement (and any amendment or supplement thereto) and (b) ANI’s stockholders in connection with the solicitation of proxies in favor of the adoption of this Agreement and the approval of the transactions contemplated by this Agreement, including the Company and Parent shall prepare and cause to be filed with Merger (the SEC “Joint Proxy Statement/Prospectus”), in each case, at the S-4 Registration Statement, together with date the Joint Proxy Statement/Prospectus (and any other documents amendment or supplement thereto) is first mailed to the Company and ANI stockholders and at the time of the Company Special Meeting and the ANI Special Meeting (or any adjournment or postponement thereof), will not contain any untrue statement of a material fact or omit 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. The representations and warranties contained in this Section 3.20 will not apply to statements or omissions included in the Joint Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) based upon information regarding the Company or any the Company Subsidiary supplied by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"Company for use therein. Subject to Section 5.3(d). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply include the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of ParentANI Board Recommendation.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Marvell and the Company and Parent shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus in preliminary form and Marvell shall prepare and cause HoldCo to file with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")will be included. Each of Parent Marvell and the Company will notify shall use their reasonable best efforts to: (i) cause the other 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 Form S-4 Registration Statement, Statement and the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the applicable forms, rules and regulations promulgated by the SEC; (ii) to promptly notify the other Principal Party of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff staff; and to (iii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent Marvell will use all its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders Marvell’s shareholders, and the Company will use all its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent Marvell all information concerning the Acquired Corporations Inphi Entities and the Company's shareholders ’s Affiliates, officers, directors and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any In addition, the Company shall use its reasonable best efforts to: (A) provide interim financial statements of the Acquired Corporations occurs, Inphi Entities (including footnotes) that are required by the Securities Act to be included in the Form S-4 Registration Statement that have been reviewed by the Company’s independent registered public accounting firm; (B) provide management’s discussion and analysis of interim and annual consolidated financial statements; (C) cause the Company’s independent registered public accounting firm to consent to the inclusion or if incorporation by reference of the audit reports on the annual audited consolidated financial statements of the Company included in the Form S-4 Registration Statement; (D) provide information necessary to prepare selected financial data with respect to the Company as required by the Securities Act; and (E) provide information concerning the Company necessary to enable Marvell and the Company to prepare required pro forma financial statements and related footnotes, in each case, to the extent reasonably necessary to permit HoldCo to prepare the Form S-4 Registration Statement.
(b) If the Company or Marvell becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall such party shall: (i) promptly inform Parent thereof the other Principal Party thereof; (ii) provide the other Principal Party (and shall cooperate its counsel) with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such a reasonable opportunity to review and comment on any amendment or supplement to the shareholders of Form S-4 Registration Statement or the Company and Joint Proxy Statement/Prospectus prior to it being filed with the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.SEC;
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 Subject to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments accuracy of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders representations of the Company and in Section 2.13, the stockholders of Parent.
registration statement (bthe "Registration Statement") Prior pursuant to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that which the Parent Common Stock to be issued in the Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or qualified under supplements thereto) is declared effective by the securities law SEC, contain any untrue statement of every jurisdiction a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the United States circumstances under which they were made, not misleading. The information supplied by Parent for inclusion or incorporation in which any registered holder of Company Common Stock has an address of record the Joint Proxy Statement/Prospectus will not, on the record date for determining the shareholders entitled Joint Proxy Statement/Prospectus is first mailed to notice of and to vote stockholders, at the Company Shareholders' Meetingtime of the Stockholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; provided, however, that Parent shall not be required (i) or omit to qualify state any material fact necessary to do business as a foreign corporation correct any statement in any jurisdiction earlier communication with respect to the solicitation of proxies for the Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which it is not now qualified or (ii) to file a general consent to service of process contained in any jurisdictionof the foregoing documents. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.
Appears in 1 contract
Sources: Merger Agreement (Registry Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and cause The information to be filed with supplied by Doubletree for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement"), shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the S-4 Registration Statement or necessary in order to make the statements in the Registration Statement, together in light of the circumstances under which they were made, not misleading. The information supplied by Doubletree for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Promus and Doubletree in connection with the meeting of Doubletree's stockholders (the "Doubletree Stockholders' Meeting") and the meeting of Promus's stockholders (the "Promus Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus and any other documents required by is first mailed to stockholders of Doubletree or Promus, at the Securities Act, time of the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger Doubletree Stockholders' Meeting and the transactions contemplated by this Agreement ("Other Filings"). Each Promus Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of Parent and the Company will notify circumstances under which it shall be made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the other 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 S-4 Registration Statement, statements made in the Joint Proxy Statement/Prospectus not false or misleading, or omit to state any Other Filings material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Doubletree Stockholders' Meeting or for additional information and will supply the other with copies of all correspondence between such party Promus Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Doubletree or any of its representativesAffiliates, on the one hand, and the SEC, officers or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated directors should be discovered by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that Doubletree which should be set forth in an amendment to the Registration Statement or a supplement to the S-4 Registration Statement or the Joint Proxy Statement/Statement/ Prospectus, then the Company Doubletree shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of ParentPromus.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company and Parent shall cooperate to jointly prepare and cause to be filed with the SEC the S-4 Registration Statement, together with (i) the Joint Proxy Statement/Prospectus and (ii) a registration statement on Form S-4 (together with any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 thereto, the S-4 Registration Statement“Form S-4”), in which the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, shall be included as a part (the Joint Proxy Statement/ProspectusProspectus and the Form S-4, any Other Filings or collectively, the Merger“Registration Statement”), in connection with the registration under the Securities Act of (x) the shares of Parent Common Stock to be issued by virtue of the Merger in exchange for Company Common Stock and (y) the shares of Parent Series A Preferred Stock to be issued by virtue of the Merger in exchange for Company Preferred Stock. As promptly as practicable after the date of this Agreement (and provided the Company has complied with its obligations pursuant to this Section 6.1, no later than forty-five (45) days following the date hereof, subject to a further extension of up to ten (10) Business Days following the later of the filing with the SEC of Parent’s and the Company’s reports on Form 10-K for the fiscal year ended December 31, 2025, if required by applicable SEC rules to include audited financial statements in the Registration Statement for such fiscal year), Parent shall file the Registration Statement with the SEC. Each of Parent and the Company shall use all their commercially reasonable efforts to cause the S-4 Registration Statement to be declared effective as promptly as practicable, and shall take all or any action required under any applicable federal, state, securities and other Laws in connection with the issuance of shares of Parent Common Stock and Parent Series A Preferred Stock pursuant to the Merger. Each of the Parties shall furnish all information concerning itself and their Affiliates, as applicable, to the other Parties as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement/Prospectus. Parent shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Parent receives from the SEC or its staff with respect to the Registration Statement promptly after the receipt of such comments and shall give the Company a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff or and any amendment to the Registration Statement in response thereto prior to filing such amendment. If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) Parent, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Registration Statement.
(b) Parent and the Company each covenant and agree that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Parent and the Company each covenant and agree that the information supplied by or on behalf of (i) on the one hand, the Company or its Subsidiaries to Parent or (ii) on the other hand, Parent to the Company, as applicable, for inclusion in the Registration Statement (including the Joint Proxy Statement/ProspectusParent’s financial statements and the Company’s financial statements) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, (x) Parent makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and any Other Filings the letter to comply with the rules stockholders, notice of meeting and regulations promulgated form of proxy included therewith) based on information provided by the SECCompany or its Subsidiaries or any of their Representatives for inclusion therein and (y) the Company makes no covenant, representation or warranty with respect to respond promptly statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) based on information provided by Parent or any comments of their Representatives for inclusion therein.
(c) Each of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will Parties shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's ’s stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, ’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required If Parent, Merger Sub or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes become aware of any informationevent or information that, that pursuant to the Securities Act or the Exchange Act, should be set forth disclosed in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, as the case may be, then such Party, as the Company case may be, shall promptly inform Parent the other Parties thereof and shall cooperate with Parent such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent stockholders and the shareholders Company’s stockholders.
(d) The Company shall reasonably cooperate with Parent and provide, and cause its Representatives to provide, Parent and its Representatives, with all true, correct and complete information regarding the Company or its Subsidiaries that is required by Law to be included in the Registration Statement or reasonably requested by Parent to be included in the Registration Statement.
(e) As promptly as reasonably practicable following the date of this Agreement (i) the Company will furnish to Parent audited financial statements for each of its fiscal years required to be included in the Registration Statement (the “Company Audited Financial Statements”) and (ii) the Company will furnish to Parent unaudited interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior to the Closing if the Company were subject to the periodic reporting requirements under the Securities Act or the Exchange Act (the “Company Interim Financial Statements”). Each of the Company Audited Financial Statements and the stockholders Company Interim Financial Statements will be suitable for inclusion in the Registration Statement and prepared in accordance with GAAP as applied on a consistent basis during the periods involved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of Parentoperations, changes in stockholders’ equity, and cash flows of the Company as of the dates of and for the periods referred to in the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be.
(bf) Prior to As promptly as reasonably practicable following the Effective Time, date of this Agreement Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required prepare (i) audited financial statements for each of its fiscal years required to qualify to do business as a foreign corporation be included in any jurisdiction in which it is not now qualified or the Registration Statement (the “Parent Audited Financial Statements”) and (ii) unaudited interim financial statements for each interim period completed prior to file Closing that would be required to be included in the Registration Statement or any periodic report due prior to the Closing (the “Parent Interim Financial Statements”). Each of the Parent Audited Financial Statements and the Parent Interim Financial Statements will be suitable for inclusion in the Registration Statement and prepared in accordance with GAAP as applied on a general consent consistent basis during the periods involved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of operations, changes in stockholders’ equity, and cash flows of Parent as of the dates of and for the periods referred to service of process in any jurisdictionthe Parent Audited Financial Statements or the Parent Interim Financial Statements, as the case may be.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly Subject to the accuracy of the representations of the Company in Section 2.13:
(i) the registration statement on Form S-4 (or on such other form as practicable after the date of this Agreementshall be appropriate) (as it may be amended, the Company and "Registration Statement"), pursuant to which the Parent shall prepare and cause Common Stock to be delivered to the stockholders of the Company by Parent in connection with the Merger will be registered with the SEC, shall not, at the respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or declared effective by the S-4 Registration StatementSEC, together with contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and
(ii) the information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and any other documents required by will not, on the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, date the Joint Proxy Statement/Prospectus (or any Other Filings amendment thereof or supplement thereto) is mailed to stockholders or, at the time of the Company Stockholder Meeting or at the time of the meeting of the stockholders of Parent (the "Parent Stockholders Meeting") to consider proposals for additional information (1) an increase in the authorized capital of Parent in an amount at least sufficient for (x) the issuance of Parent Common Stock in the Merger as provided in this Agreement, (y) the issuance of Parent Common Stock upon conversion of the outstanding Company Convertible Notes (in accordance with the conversion ratio as in effect on the date hereof) and will supply (z) the other with copies issuance of Parent Common Stock upon exercise of all correspondence between outstanding Company Stock Options as provided in this Agreement and (2) the authorization of the issuance of Parent Common Stock as provided in the preceding clause (1) (such party proposals, the "Parent Stockholders Meeting Proposals"), contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any of its representatives, on the one hand, and the SECmaterial fact, or its staff omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading, or necessary to correct any other government officials, on the other hand, statement in any earlier written communication to stockholders with respect to the S-4 solicitation of proxies for the respective Stockholders Meeting which has become false or misleading.
(b) If at any time prior to the respective vote of stockholders at the Stockholders Meetings, any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors is discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement, Statement or a supplement to the Joint Proxy Statement/Prospectus, any Other Filings Parent or Merger Sub shall promptly inform the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Company.
(c) The Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders shall comply in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act.
(d) Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersor any third party that is contained or incorporated by reference in, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested furnished in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurspreparation of, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other FilingsOTHER FILINGS"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersstockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations Company and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.16.1. If any event relating to any of the Acquired Corporations Company occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.Merger
Appears in 1 contract
Sources: Merger Agreement (Megabios Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Statement/ Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Mergerbe included as a prospectus. Each of Parent and the Company shall use all commercially reasonable efforts to cause the Form S-4 Registration Statement (including and the Joint Proxy Statement/Prospectus) and any Other Filings Prospectus to comply with the rules and 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 after it is filed with the SEC. Parent will use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders stockholders, and the Company will use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersstockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of ParentCompany.
(b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company ShareholdersStockholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Ixys Corp /De/)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Marvell and the Company and Parent shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus in preliminary form and Marvell shall prepare and cause HoldCo to file with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")will be included. Each of Parent Marvell and the Company will notify shall use their reasonable best efforts to: (i) cause the other 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 Form S-4 Registration Statement, Statement and the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the applicable forms, rules and regulations promulgated by the SEC; (ii) to promptly notify the other Principal Party of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff staff; and to (iii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent Marvell will use all its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders Marvell’s shareholders, and the Company will use all its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent Marvell all information concerning the Acquired Corporations Inphi Entities and the Company's shareholders ’s Affiliates, officers, directors and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any In addition, the Company shall use its reasonable best efforts to: (A) provide interim financial statements of the Acquired Corporations occurs, Inphi Entities (including footnotes) that are required by the Securities Act to be included in the Form S-4 Registration Statement that have been reviewed by the Company’s independent registered public accounting firm; (B) provide management’s discussion and analysis of interim and annual consolidated financial statements; (C) cause the Company’s independent registered public accounting firm to consent to the inclusion or if incorporation by reference of the audit reports on the annual audited consolidated financial statements of the Company included in the Form S-4 Registration Statement; (D) provide information necessary to prepare selected financial data with respect to the Company as required by the Securities Act; and (E) provide information concerning the Company necessary to enable Marvell and the Company to prepare required pro forma financial statements and related footnotes, in each case, to the extent reasonably necessary to permit HoldCo to prepare the Form S-4 Registration Statement.
(b) If the Company or Marvell becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall such party shall: (i) promptly inform Parent thereof the other Principal Party thereof; (ii) provide the other Principal Party (and shall cooperate its counsel) with Parent in filing a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other Principal Party with a copy of such amendment or supplement promptly after it is filed with the SEC and, SEC; and (iv) if mailing is appropriate, cooperate in mailing such amendment or supplement to the shareholders stockholders of the Company and or the stockholders shareholders of ParentMarvell.
(bc) Prior to the Bermuda Merger Effective Time, Parent HoldCo, Marvell and the Company shall use their respective reasonable best efforts to obtain take all regulatory approvals needed other action required to ensure that be taken under the Parent Securities Act (and the rules and regulations of the SEC promulgated thereunder), the Exchange Act (and the rules and regulations of the SEC promulgated thereunder) or under any applicable state securities or “blue sky” laws (and the rules and regulations promulgated thereunder) in connection with the issuance, exchange and listing of HoldCo Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; providedMergers, however, except that Parent neither Marvell nor HoldCo shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now so qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (INPHI Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent Woodbridge shall prepare and cause to be filed supply BFC with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents information pertaining to Woodbridge required by the Securities Act or the Exchange Act, as the Exchange Act or any other Federalcase may be, foreign or Blue Sky or related laws for inclusion in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and filed by BFC, which information shall not at each time the Company will use all reasonable efforts to cause Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act, at the time the Joint Proxy Statement/Prospectus is mailed to Woodbridge’s and BFC’s shareholders or at the time of the Woodbridge Meeting or the BFC Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be mailed stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is or shall be made by Woodbridge with respect to the Company's shareholders, as promptly as practicable after accuracy of statements made in the Form S-4 Joint Proxy Statement/Prospectus or the Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all based on information concerning the Acquired Corporations and the Company's shareholders that may be required supplied by BFC or reasonably requested Merger Sub for inclusion in connection with any action contemplated by this Section 5.1such documents. If before the Effective Time, any event or circumstance relating to Woodbridge or any of the Acquired Corporations occursits Subsidiaries, or if the Company becomes aware of any informationtheir respective officers, managers or directors, is discovered by Woodbridge that should be set forth in an amendment or a supplement to the S-4 Registration Statement or Joint Proxy Statement/Prospectus, Woodbridge shall promptly inform BFC and shall provide to BFC appropriate amendments or supplements to the Registration Statement or Joint Proxy Statement/Prospectus, and the representations and warranties of Woodbridge set forth in this Section 7.6(a) as to the accuracy of such information shall apply to all such amended or supplemented information.
(b) As promptly as practicable after the date of this Agreement, BFC shall provide Woodbridge with the information pertaining to BFC and Merger Sub required by the Securities Act or the Exchange Act, as the case may be, for inclusion in the Registration Statement or the Joint Proxy Statement/ProspectusProspectus to be filed by BFC, then which information shall not at the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement time the Registration Statement is filed with the SEC andSEC, if appropriateat the time it becomes effective under the Securities Act, at the time the Joint Proxy Statement/Prospectus is mailed to Woodbridge’s and BFC’s shareholders or at the time of the Woodbridge Meeting or the BFC Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in mailing such amendment or supplement to the shareholders light of the Company and circumstances under which they were made, not misleading. No representation is or shall be made by BFC with respect to statements made in the stockholders of Parent.
(b) Prior to Registration Statement or Joint Proxy Statement/Prospectus based on information supplied by Woodbridge for inclusion in such documents. If before the Effective Time, Parent any event or circumstance relating to BFC or any of its Subsidiaries, or their respective officers, managers or directors, should be discovered by BFC that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement/Prospectus, BFC shall promptly inform Woodbridge and shall make appropriate amendments or supplements to the Registration Statement or Joint Proxy Statement/Prospectus, and the representations and warranties of BFC set forth in this Section 7.6(b) as to the accuracy of such information shall apply to all such amended or supplemented information.
(c) As promptly as practicable after the date of this Agreement, BFC shall prepare and file with the SEC, with Woodbridge’s assistance, the Registration Statement, which shall include the Joint Proxy Statement/Prospectus of Woodbridge and BFC relating to the Woodbridge Meeting and BFC Special Meeting. BFC shall use commercially reasonable efforts to obtain cause the Registration Statement to become effective as promptly as practicable after filing and shall use commercially reasonable efforts to maintain the effectiveness of such Registration Statement until all regulatory approvals needed of the shares of BFC Class A Common Stock have been issued and distributed in the Merger as described in the Joint Proxy Statement/Prospectus. BFC shall take any action required under applicable federal or state securities Laws in connection with the issuance of shares of BFC Class A Common Stock pursuant to ensure that the Parent Merger. The Surviving Company shall use commercially reasonable efforts to cause the Woodbridge Class A Common Stock to be issued in the Merger will be registered or qualified deregistered under the securities law of every jurisdiction Exchange Act as soon as practicable following the Effective Time. Woodbridge shall furnish all information concerning Woodbridge as BFC may reasonably request in connection with such actions and the preparation of the United States Registration Statement, including information in response to comments received from the SEC. As promptly as practicable after the Registration Statement becomes effective, Woodbridge shall mail the Joint Proxy Statement/Prospectus to its shareholders and BFC shall mail the Joint Proxy Statement/Prospectus to its shareholders. Notwithstanding anything to the contrary contained herein, neither the Joint Proxy Statement/Prospectus nor the Registration Statement nor any amendment or supplement thereto shall be filed or mailed without the consent of both BFC and Woodbridge, which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent consent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdictionunreasonably withheld.
Appears in 1 contract
Sources: Merger Agreement (Woodbridge Holdings Corp (Formerly Levitt Corp))
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, The information supplied by the Company and Parent shall prepare and cause to be filed with for inclusion in the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, registration statement on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under (or such other or successor form as shall be appropriate) pursuant to which the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any shares of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement") shall not at the time the Registration Statement (including any amendments or qualified under supplements thereto) is declared effective by the securities law SEC contain any untrue statement of every jurisdiction a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the United States circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in which any registered holder the joint proxy statement/prospectus to be sent to the shareholders of Company Common Stock has an address in connection with the meeting of record Company's shareholders to consider the Merger (the "Company Shareholders Meeting") and to the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the Merger (the "Parent Stockholders Meeting") (such joint proxy 21 26 statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") shall not, on the record date for determining the Joint Proxy Statement/Prospectus is first mailed to Company's shareholders entitled to notice of and to vote the Parent stockholders, at the time of the Company Shareholders' MeetingShareholders Meeting and the Parent Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; provided, however, that Parent shall not be required (i) or omit to qualify state any material fact necessary to do business as a foreign corporation correct any statement in any jurisdiction earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub which it is not now qualified or (ii) to file a general consent to service of process contained in any jurisdictionof the foregoing documents.
Appears in 1 contract
Sources: Merger Agreement (Qlogic Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Upon the date execution and delivery of this Agreement, Peoples and Premier Financial shall promptly cause the Company Registration Statement to be prepared, and Parent Peoples shall prepare and cause the Registration Statement to be filed with the SEC. Peoples and Premier Financial shall use their commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the S-4 filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Premier Financial or Peoples is discovered by Premier Financial or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, together the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Premier Financial and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Premier Financial shall furnish all information concerning Premier Financial and the holders of Premier Financial Common Stock as may be reasonably requested in connection with any such action. Premier Financial and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement.
(b) Peoples and Premier Financial each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection for filing with the Merger and SEC and, when the transactions contemplated by this Agreement Registration Statement is effective, for delivery to their respective shareholders.
("Other Filings"). Each of Parent and c) If either party becomes aware prior to the Company will notify the other promptly upon the receipt Effective Time 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or that would cause 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause statements in the Joint Proxy Statement/Prospectus to be mailed false or misleading with respect to Parent's stockholders and any material fact, or to omit to state any material fact necessary to make the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersstatements therein not false or misleading, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company that party shall promptly furnish inform the other thereof and take the necessary steps to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or correct the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and cause The information supplied by Iron or required to be filed with supplied by Iron (except to the SEC extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the S-4 Registration Statementregistration statement on Form S-4, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement thereto, pursuant to which the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders shares of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Steel Common Stock to be issued in the Merger (including the shares of Steel Common Stock issuable pursuant to the Iron Options and Warrants) will be registered or qualified under the securities law Securities Act (including any amendments or supplements, the “Registration Statement”) shall not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC, is amended or supplemented or is declared effective by the SEC, contain any untrue statement of every jurisdiction a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the United States circumstances under which they were made, not misleading. The information supplied by Iron or required to be supplied by Iron (except to the extent revised or superseded by amendments or supplements) for inclusion in which any registered holder the proxy statement relating to Iron Stockholders Meeting and the Steel Stockholders Meeting (such joint proxy statement, together with the prospectus relating to the shares of Company Steel Common Stock has an address of record to be issued in the Merger, in each case as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”) shall not, on the record date for determining the shareholders entitled Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to notice of Iron’s stockholders and to vote Steel’s stockholders, at the Company Shareholders' time of the Iron Stockholders Meeting and the Steel Stockholders Meeting; provided, howeveror at the Effective Time, that Parent shall contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not be required (i) false or misleading, or omit to qualify state any material fact necessary to do business as a foreign corporation correct any statement in any jurisdiction earlier communication with respect to the solicitation of proxies by or on behalf of Iron for the Iron Stockholders Meeting or by or on behalf of Steel for the Steel Stockholders Meeting which has become false or misleading. The Joint Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, Iron makes no representation, warranty or covenant with respect to any information supplied or required to be supplied solely by Steel which it is not now qualified contained in or (ii) to file a general consent to service omitted from any of process in any jurisdictionthe foregoing documents.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent Parties shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and NitroMed shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with Statement in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")will be included as a prospectus. Each of Parent and the Company will notify Parties shall use commercially reasonable efforts to cause the other 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 Form S-4 Registration Statement, Statement and the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the applicable rules and 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 after it is filed with the SEC. Parent will Prior to the Form S-4 Registration Statement being declared effective under the Securities Act by the SEC (a) NitroMed and Merger Sub shall execute and deliver to ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP and to ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. tax representation letters in a form reasonably acceptable to such counsel; and (b) Archemix shall execute and deliver to ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. and to ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP tax representation letters in a form reasonably acceptable to such counsel. Following the delivery of the tax representation letters pursuant to the preceding sentence, (x) NitroMed shall use all its commercially reasonable efforts to cause ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP to deliver to it a tax opinion satisfying the Joint Proxy Statement/Prospectus requirements of Item 601 of Regulation S-K under the Securities Act; and (y) Archemix shall use its commercially reasonable efforts to cause ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each of such counsel shall be mailed entitled to Parent's stockholders and rely on the Company will tax representation letters referred to in this Section 5.1(a). Each of the Parties shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, stockholders of Archemix and the stockholders of NitroMed as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company Each Party shall promptly furnish to Parent the other Party all information concerning the Acquired Corporations such Party and the Company's shareholders such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations Archemix occurs, or if the Company Archemix becomes aware of any information, that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company Archemix shall promptly inform Parent NitroMed thereof and shall cooperate with Parent NitroMed in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of ParentArchemix.
(b) Prior to the Effective Time, Parent NitroMed shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent NitroMed Common Stock to be issued in pursuant to the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Company Archemix Common Stock or Archemix Preferred Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company Shareholders' Archemix Stockholders’ Meeting; provided, however, that Parent NitroMed shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified; or (ii) to file a general consent to service of process in any jurisdiction; or (iii) otherwise become subject to taxation in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Nitromed Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent Parties shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Axonyx shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")will be included as a prospectus. Each of Parent and the Company will notify Parties shall use commercially reasonable efforts to cause the other 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 Form S-4 Registration Statement, Statement and the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the applicable rules and 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 after it is filed with the SEC. Parent will Each of the Parties shall use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's TorreyPines’ and Axonyx’s stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company Each Party shall promptly furnish to Parent the other Party all information concerning the Acquired Corporations such Party and the Company's shareholders such Party’s subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations TorreyPines occurs, or if the Company TorreyPines becomes aware of any information, that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company TorreyPines shall promptly inform Parent Axonyx thereof and shall cooperate with Parent Axonyx in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of ParentTorreyPines.
(b) Prior to the Effective Time, Parent Axonyx shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Axonyx Common Stock to be issued in the Merger and Axonyx Common Stock to be issued upon exercise of Axonyx Merger Warrants will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Company Common TorreyPines Capital Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company Shareholders' TorreyPines Stockholders’ Meeting; provided, however, that Parent Axonyx shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified; or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Axonyx Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after The Registration Statement shall not at the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")statements therein not misleading. Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 The Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SECshall, to respond promptly to any comments as of the SEC or its staff and to have the S-4 Registration Statement declared time it becomes effective under the Securities Act as promptly as practicable after it is filed be prepared in accordance with the SECrequirements of the Securities Act and the rules and regulations of the SEC thereunder applicable thereto. Parent will use all reasonable efforts to cause The information in the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and Statement shall not, on the Company will use all reasonable efforts to cause date the Joint Proxy Statement/Prospectus Statement is first mailed to Predix’s stockholders, and at the time of the Predix Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be mailed stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Company's shareholders, as promptly as practicable after solicitation of proxies for the Form S-4 Registration Statement is declared effective under the Securities ActPredix Stockholders’ Meeting which has become false or misleading. The Company shall promptly furnish Joint Proxy Statement will comply as to Parent form in all information concerning material respect with the Acquired Corporations provisions of the Exchange Act and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to EPIX or any of the Acquired Corporations occursits affiliates, officers or if the Company becomes aware of any information, that directors should be discovered by EPIX which should be set forth in an amendment or supplement to the S-4 Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, then the Company EPIX shall promptly inform Parent thereof Predix, and EPIX shall cooperate with Parent in filing promptly commence preparation of such amendment or supplement in accordance with Section 5.01. Notwithstanding the SEC andforegoing, if appropriate, EPIX makes no representation or warranty with respect to any information supplied by Predix and its subsidiaries which is contained in mailing such amendment or supplement to the shareholders any of the Company and the stockholders of Parentforegoing documents.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As Each Party and Newco agree to cooperate with the other Party and Newco, and their Representatives, in the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus. Neither the Joint Proxy Statement/Prospectus nor the Registration Statement shall be filed, and, prior to the termination of this Agreement, no amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement shall be filed, by Newco, Regions or Union Planters without consultation with the other Party, Newco and their counsel. Newco agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the 1933 Act as promptly as practicable after filing thereof. The Parties and Newco agree to use all reasonable efforts to obtain all Permits required by the date of Securities Laws to carry out the transactions contemplated by this Agreement, and each Party and Newco agree to furnish all information concerning them and the Company holders of their capital stock as may be reasonably requested in connection with any such action.
(b) Each Party and Parent shall prepare Newco agree, as to themselves and cause their Subsidiaries, that none of the information supplied or to be filed with supplied by it for inclusion or incorporation by reference in (i) the SEC Registration Statement will, at the S-4 time the Registration StatementStatement and each amendment and supplement thereto, together with if any, become effective under the 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement/Prospectus and any other documents required by amendment or supplement thereto, at the Securities Actdate of mailing to stockholders and at the times of the meetings of Regions stockholders and Union Planters shareholders, will contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the Exchange Act statements, in light of the circumstances under which they were made, not misleading, or necessary to correct any other Federal, foreign or Blue Sky or related laws statement in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, earlier statement in the Joint Proxy Statement/Prospectus or any Other Filings amendment or for additional supplement thereto. Each Party and Newco further agrees that if it shall become aware prior to the Effective Time of any information and will supply the other with copies of all correspondence between such party or furnished by it that would cause 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause statements in the Joint Proxy Statement/Prospectus or the Registration Statement to be mailed false or misleading with respect to Parent's stockholders any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other Party and Newco thereof and to take the Company will use all reasonable efforts necessary steps to cause correct the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Registration Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after following the date of this Agreementhereof, the Company and Parent shall prepare and cause to be filed file with the SEC mutually acceptable proxy materials which shall constitute the Joint Proxy Statement/Prospects (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (the “Registration Statement, together ”) with respect to the shares of Parent Common Stock to be issued in the Merger. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Registration Statement as Parent’s prospectus. The Registration Statement and the Joint Proxy Statement/Prospectus and any other documents required by shall comply as to form in all material respects with the applicable provisions of the Securities Act, Act and the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent rules and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Mergerregulations thereunder. Each of Parent and the Company shall use all reasonable best efforts to cause have the S-4 Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated thereby.
(including b) Parent shall, as promptly as practicable following the receipt thereof, provide the Company copies of any written comments and advise it of any oral comments, with respect to the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with Prospectus received from the SEC. Parent will provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement prior to filing such with the SEC, and will provide the Company of all such filings to be made, and made, with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld.
(c) Parent will use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders ’s stockholders, and the Company will use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, as promptly as practicable in each case after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to .
(d) Parent all information concerning the Acquired Corporations and will advise the Company's shareholders that may be required or reasonably requested , promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any action contemplated jurisdiction, or any request by this Section 5.1the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. If at any event time prior to the Effective Time any information relating to Parent or the Company, or any of the Acquired Corporations occurstheir respective affiliates, officers or if directors, should be discovered by Parent or the Company becomes aware of any information, that which should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/ProspectusProspectus 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 statement therein, then 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, to the extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent and the Company.
(e) At or prior to the filing of the Registration Statement, Parent and the Company shall promptly inform deliver to ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ Godward LLP tax representation letters substantially in the forms attached hereto as Exhibits E and F. Parent thereof and the Company shall cooperate with Parent in filing each confirm to such amendment or supplement with counsel the SEC and, if appropriate, in mailing such amendment or supplement accuracy and completeness as of the Effective Time of the tax representation letters delivered pursuant to the shareholders prior sentence. Following delivery of the Company tax representation letters, each of Parent and the stockholders of Parent.
(b) Prior to the Effective Time, Parent Company shall use its reasonable efforts to obtain all regulatory approvals needed cause its counsel to ensure that deliver a tax opinion satisfying the Parent Common Stock to be issued in the Merger will be registered or qualified requirements of Item 601 of Regulation S-K promulgated under the securities law Securities Act. In rendering such opinions and the opinions described in Section 6.1(f), each of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record such counsel shall be entitled to rely on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdictiontax representation letters.
Appears in 1 contract
Sources: Merger Agreement (Corgentech Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, and in no event later than forty-five (45) days following the Company and Parent date hereof, HW shall prepare (with Valor’s reasonable cooperation) and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and HW shall prepare (with Valor’s reasonable cooperation) and cause to be filed with the SEC the Form S-4 Registration Statement, together in which the Joint Proxy Statement/Prospectus will be included as a prospectus. HW shall provide Valor with a reasonable opportunity to review and comment on the Joint Proxy Statement/Prospectus and the Form S-4 Registration Statement and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 thereto (which comments shall be considered in good faith) prior to the S-4 Registration Statement, filing. No filing of the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement, or, in each case any Other Filings amendments or for additional information and will supply the other with copies of all correspondence between such party supplements thereto, shall be made by HW or any of its representativesAffiliates without the prior consent of Valor (which shall not be unreasonably withheld, on delayed or conditioned). HW shall cause the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Form S-4 Registration Statement, Statement and the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings Prospectus to comply with the applicable rules and regulations promulgated by the SEC, . HW shall use its reasonable efforts to (i) respond promptly to any comments of the SEC or its staff and to staff, (ii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC, (iii) keep the S-4 Registration Statement effective as long as is necessary to consummate the Transactions, and (iv) cause the Joint Proxy Statement/Prospectus to be cleared by the SEC as promptly as reasonably practicable. Parent will use all Each party agrees to provide the other parties and their respective counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel receives from the SEC or its staff with respect to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus promptly after receipt thereof, and any written or oral responses thereto. Each party and their respective counsel shall be given a reasonable efforts opportunity to review any such written responses and each party shall consider in good faith the additions, deletions or changes suggested thereto by the other parties and their respective counsel. HW shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent's HW’s stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after practicable, and in no event later than the fifth (5th) business day following the date the Form S-4 Registration Statement is declared effective under the Securities Act. The Company Each party shall promptly furnish to Parent the other party all information concerning the Acquired Corporations such party and the Company's shareholders such party’s subsidiaries and such party’s stockholders that may be reasonably required or reasonably requested in connection with any action contemplated by this Section 5.18.4. If If, prior to the Effective Time, any event relating to any of the Acquired Corporations a party or its subsidiaries occurs, or if the Company a party becomes aware of any information, that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company such party shall promptly inform Parent the other parties thereof and shall cooperate fully with Parent the other parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parentany applicable party.
(b) Prior to the Effective Time, Parent HW shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Holdco Common Stock Shares and Warrants to be issued in the Merger will Transactions (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Company Common the Valor Capital Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at for the Company Shareholders' MeetingRequired Valor Shareholder Vote; provided, however, that Parent HW and Holdco shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or qualified; (ii) to file a general consent to service of process in any jurisdiction; or (iii) register the Warrants under the Exchange Act.
(c) Valor shall cooperate with HW and provide HW, and cause its Representatives, advisors, accountants and attorneys to provide, HW and its Representatives, advisors, accountants and attorneys, with all information regarding Valor that is required by law to be included in the Form S-4 Registration Statement or reasonably requested from Valor to be included in the Form S-4 Registration Statement or other required filings.
Appears in 1 contract
Sources: Business Combination Agreement (HeartWare International, Inc.)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent Parties shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Replidyne shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")will be included as a prospectus. Each of Parent and the Company will notify Parties shall use commercially reasonable efforts to cause the other 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 Form S-4 Registration Statement, Statement and the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the applicable rules and 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 after it is filed with the SEC. Parent will Prior to the Form S-4 Registration Statement being declared effective under the Securities Act by the SEC, (a) Replidyne and Merger Sub shall execute and deliver to ▇▇▇▇▇▇ Godward Kronish LLP and to ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. tax representation letters in a form reasonably acceptable to such counsel; and (b) the Company shall execute and deliver to ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. and to ▇▇▇▇▇▇ Godward Kronish LLP tax representation letters in a form reasonably acceptable to such counsel. Following the delivery of the tax representation letters pursuant to the preceding sentence, (x) Replidyne shall use all its commercially reasonable efforts to cause ▇▇▇▇▇▇ Godward Kronish LLP to deliver to it a tax opinion satisfying the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders requirements of Item 601 of Regulation S-K under the Securities Act; and (y) the Company will shall use all its commercially reasonable efforts to cause ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the tax representation letters referred to in this Section 5.1(a). Each of the Parties shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, stockholders of the Company and the stockholders of Replidyne as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company Each Party shall promptly furnish to Parent the other Party all information concerning the Acquired Corporations such Party and the Company's shareholders such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations Company occurs, or if the Company becomes aware of any information, that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent Replidyne thereof and shall cooperate with Parent Replidyne in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of ParentCompany.
(b) Prior to the Effective Time, Parent Replidyne shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Replidyne Common Stock to be issued in pursuant to the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock or Company Preferred Stock has an address of record on the record date for determining applicable to the shareholders entitled to notice of and to vote at the Required Company Shareholders' MeetingStockholder Vote; provided, however, that Parent Replidyne shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified; or (ii) to file a general consent to service of process in any jurisdiction; or (iii) otherwise become subject to taxation in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Replidyne Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company parties shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with Statement in which the Joint Proxy Statement/Prospectus and any other documents required by will be included as a prospectus, which Form S-4 Registration Statement will register the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws shares of Parent Common Stock to be issued in connection with the Merger Merger, including shares of Parent Common Stock that may be issued upon exercise of the Company Warrants and the transactions contemplated by this Agreement ("Other Filings")Bridge Warrants. Each of Parent and the Company will notify parties shall use commercially reasonable efforts to cause the other 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 Form S-4 Registration Statement, Statement and the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the applicable rules and 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 after it is filed with the SEC. Prior to the Form S-4 Registration Statement being declared effective under the Securities Act by the SEC (a) Parent will and Merger Sub shall execute and deliver to ▇▇▇▇▇▇ Godward Kronish LLP and to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP tax representation letters in a form reasonably acceptable to such counsel; and (b) the Company shall execute and deliver to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP and to Cooley Godward Kronish LLP tax representation letters in a form reasonably acceptable to such counsel. Following the delivery of the tax representation letters pursuant to the preceding sentence, (x) Parent shall use all its commercially reasonable efforts to cause Cooley Godward Kronish LLP to deliver to it a tax opinion satisfying the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders requirements of Item 601 of Regulation S-K under the Securities Act; and (y) the Company will shall use all its commercially reasonable efforts to cause ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the tax representation letters referred to in this Section 5.1(a). Each of the parties shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, stockholders of the Company and the stockholders of Parent as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company Each party shall promptly furnish to Parent the other party all information concerning the Acquired Corporations such party and the Company's shareholders such party’s Subsidiaries and such party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations Company occurs, or if the Company becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of ParentCompany.
(b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in pursuant to the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock or Company Preferred Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company Shareholders' Stockholders’ Meeting; provided, however, that Parent shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified; or (ii) to file a general consent to service of process in any jurisdiction; or (iii) otherwise become subject to taxation in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Diversa Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date execution of this Agreement, Parent and the Company and Parent shall jointly prepare and cause to be filed shall file with the SEC a document or documents that will constitute (i) the registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”), in connection with the registration under the Securities Act of Parent Common Stock to be issued to Company’s stockholders pursuant to the Merger and (ii) the joint proxy statement/prospectus with respect to the Merger relating to the special meetings of the Company’s stockholders to be held to consider approval of this Agreement and the Merger (the “Company Stockholders Meeting”) and of Parent’s stockholders to be held to consider approval of an amendment to the Parent 2004 Plan increasing the number of authorized shares of Parent Common Stock under the Parent 2004 Plan and the issuance of Parent Common Stock to the Company’s stockholders pursuant to the Merger (the “Parent Stockholders Meeting”) (together with any amendments thereto, the “Joint Proxy Statement/Prospectus”). Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the Registration Statement, together the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or the Company, as the case may be, shall furnish all information concerning Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")Prospectus. Each of Parent and the Company will shall notify the other promptly upon of the receipt of any comments from the SEC or its staff or any other government officials on the Registration Statement and the Joint Proxy Statement/Prospectus and of any request requests by the SEC or its staff or for any other government officials for amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the S-4 SEC. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 shall be mailed to the S-4 Registration Statement, stockholders of the Joint Proxy Statement/Prospectus, any Other Filings or the MergerCompany and of Parent. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of the Nasdaq Stock Market, Inc.
(b) The Joint Proxy Statement/Prospectus shall include (i) with respect to Company and its stockholders, subject to Section 5.6, the approval of the Merger and the recommendation of the Company Board to the Company’s stockholders that they vote in favor of approval of this Agreement and the Merger and (ii) with respect to Parent and its stockholders, (x) the approval of the Parent Stock Issuance and the recommendation of the Parent Board to Parent's ’s stockholders that they vote in favor of approval of Parent Stock Issuance and (y) the approval of the Parent Plan Increase.
(c) None of the information supplied by the Company will use all reasonable efforts to cause for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement/Prospectus to be shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the Joint Proxy Statement/Prospectus, at the date it or any amendments or supplements thereto are first mailed to stockholders of the Company's shareholdersCompany and Parent, as promptly as practicable after at the Form S-4 time of the Company Stockholders Meeting, at the time of the Parent Stockholders Meeting and at the Effective Time and (B) in the case of the Registration Statement is declared Statement, when it becomes effective under the Securities Act. The Company shall promptly furnish Act and at the Effective Time, contain any untrue statement of a material fact or omit to Parent all information concerning state any material fact required to be stated therein or necessary in order to make the Acquired Corporations and statements therein, in light of the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of the Acquired Corporations occursits Subsidiaries, or if any of their officers or directors, should be discovered by the Company becomes aware of any information, that should be set forth in an amendment or a supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in Parent. All documents that Company is responsible for filing such amendment or supplement with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act.
(d) None of the information supplied by Parent for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement/Prospectus shall, at the respective times filed with the SEC or other regulatory agency and, if appropriatein addition, (A) in mailing such amendment the case of the Joint Proxy Statement/Prospectus, at the date it or supplement any amendments or supplements thereto are first mailed to the shareholders stockholders of the Company and Parent, at the stockholders time of Parent.
the Company Stockholders Meeting, at the time of the Parent Stockholders Meeting and at the Effective Time and (bB) Prior in the case of the Registration Statement, when it becomes effective under the Securities Act and at the Effective Time, contain any untrue statement of a material fact or omit 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 are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement/Prospectus, Parent shall use reasonable efforts promptly inform the Company. All documents that ▇▇▇▇▇▇ is responsible for filing with the SEC in connection with the Merger will comply as to obtain form in all regulatory approvals needed to ensure that material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act.
(e) Parent will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock to be issued issuable in connection with the Merger will be registered for offering or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process sale in any jurisdiction, or any request by the SEC or other regulatory authority for amendment of the Joint Proxy Statement or the Registration Statement.
(f) At or prior to the filing of the Registration Statement, Parent and the Company shall deliver to Dechert LLP and ▇▇▇▇▇▇ ▇▇▇▇ LLP tax representation letters substantially in the forms attached hereto as Exhibits C and D. Parent and the Company shall each confirm to such counsel the accuracy and completeness as of the Effective Time of the tax representation letters delivered pursuant to the prior sentence. Following delivery of the tax representation letters, each of Parent and the Company shall use commercially reasonable efforts to cause its counsel to deliver a tax opinion satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act. In rendering such opinions and the opinions described in Section 6.1(f), each of such counsel shall be entitled to rely on the tax representation letters.
Appears in 1 contract
Sources: Merger Agreement (Inhibitex, Inc.)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date execution of this Agreement, Parent and the Company and Parent shall jointly prepare and cause to be filed shall file with the SEC a document or documents that will constitute (i) the registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”), in connection with the registration under the Securities Act of Parent Common Stock to be issued to Company’s stockholders pursuant to the Merger and (ii) the joint proxy statement/prospectus with respect to the Merger relating to the special meetings of the Company’s stockholders to be held to consider approval of this Agreement and the Merger (the “Company Stockholders Meeting”) and of Parent’s stockholders to be held to consider approval of an amendment to the Parent 2004 Plan increasing the number of authorized shares of Parent Common Stock under the Parent 2004 Plan and the issuance of Parent Common Stock to the Company’s stockholders pursuant to the Merger (the “Parent Stockholders Meeting”) (together with any amendments thereto, the “Joint Proxy Statement/Prospectus”). Each of the parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the Registration Statement, together the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or the Company, as the case may be, shall furnish all information concerning Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")Prospectus. Each of Parent and the Company will shall notify the other promptly upon of the receipt of any comments from the SEC or its staff or any other government officials on the Registration Statement and the Joint Proxy Statement/Prospectus and of any request requests by the SEC or its staff or for any other government officials for amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the S-4 SEC. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 shall be mailed to the S-4 Registration Statement, stockholders of the Joint Proxy Statement/Prospectus, any Other Filings or the MergerCompany and of Parent. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of the Nasdaq Stock Market, Inc.
(b) The Joint Proxy Statement/Prospectus shall include (i) with respect to Company and its stockholders, subject to Section 5.6, the approval of the Merger and the recommendation of the Company Board to the Company’s stockholders that they vote in favor of approval of this Agreement and the Merger and (ii) with respect to Parent and its stockholders, (x) the approval of the Parent Stock Issuance and the recommendation of the Parent Board to Parent's ’s stockholders that they vote in favor of approval of Parent Stock Issuance and (y) the approval of the Parent Plan Increase.
(c) None of the information supplied by the Company will use all reasonable efforts to cause for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement/Prospectus to be shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the Joint Proxy Statement/Prospectus, at the date it or any amendments or supplements thereto are first mailed to stockholders of the Company's shareholdersCompany and Parent, as promptly as practicable after at the Form S-4 time of the Company Stockholders Meeting, at the time of the Parent Stockholders Meeting and at the Effective Time and (B) in the case of the Registration Statement is declared Statement, when it becomes effective under the Securities Act. The Company shall promptly furnish Act and at the Effective Time, contain any untrue statement of a material fact or omit to Parent all information concerning state any material fact required to be stated therein or necessary in order to make the Acquired Corporations and statements therein, in light of the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of the Acquired Corporations occursits Subsidiaries, or if any of their officers or directors, should be discovered by the Company becomes aware of any information, that should be set forth in an amendment or a supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in Parent. All documents that Company is responsible for filing such amendment or supplement with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act.
(d) None of the information supplied by Parent for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement/Prospectus shall, at the respective times filed with the SEC or other regulatory agency and, if appropriatein addition, (A) in mailing such amendment the case of the Joint Proxy Statement/Prospectus, at the date it or supplement any amendments or supplements thereto are first mailed to the shareholders stockholders of the Company and Parent, at the stockholders time of Parent.
the Company Stockholders Meeting, at the time of the Parent Stockholders Meeting and at the Effective Time and (bB) Prior in the case of the Registration Statement, when it becomes effective under the Securities Act and at the Effective Time, contain any untrue statement of a material fact or omit 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 are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement/Prospectus, Parent shall use reasonable efforts promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to obtain form in all regulatory approvals needed to ensure that material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act.
(e) Parent will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock to be issued issuable in connection with the Merger will be registered for offering or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process sale in any jurisdiction, or any request by the SEC or other regulatory authority for amendment of the Joint Proxy Statement or the Registration Statement.
(f) At or prior to the filing of the Registration Statement, Parent and the Company shall deliver to Dechert LLP and ▇▇▇▇▇▇ ▇▇▇▇ LLP tax representation letters substantially in the forms attached hereto as Exhibits C and D. Parent and the Company shall each confirm to such counsel the accuracy and completeness as of the Effective Time of the tax representation letters delivered pursuant to the prior sentence. Following delivery of the tax representation letters, each of Parent and the Company shall use commercially reasonable efforts to cause its counsel to deliver a tax opinion satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act. In rendering such opinions and the opinions described in Section 6.1(f), each of such counsel shall be entitled to rely on the tax representation letters.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and cause The information supplied by Iron or required to be filed with supplied by Iron (except to the SEC extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the S-4 Registration Statementregistration statement on Form S-4, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement thereto, pursuant to which the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders shares of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Steel Common Stock to be issued in the Merger (including the shares of Steel Common Stock issuable pursuant to the Iron Options and Warrants) will be registered or qualified under the securities law Securities Act (including any amendments or supplements, the "REGISTRATION STATEMENT") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC, is amended or supplemented or is declared effective by the SEC, contain any untrue statement of every jurisdiction a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the United States circumstances under which they were made, not misleading. The information supplied by Iron or required to be supplied by Iron (except to the extent revised or superseded by amendments or supplements) for inclusion in which any registered holder the proxy statement relating to Iron Stockholders Meeting and the Steel Stockholders Meeting (such joint proxy statement, together with the prospectus relating to the shares of Company Steel Common Stock has an address of record to be issued in the Merger, in each case as amended or supplemented from time to time, the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the record date for determining the shareholders entitled Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to notice of Iron's stockholders and to vote Steel's stockholders, at the Company Shareholders' time of the Iron Stockholders Meeting and the Steel Stockholders Meeting; provided, howeveror at the Effective Time, that Parent shall contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not be required (i) false or misleading, or omit to qualify state any material fact necessary to do business as a foreign corporation correct any statement in any jurisdiction earlier communication with respect to the solicitation of proxies by or on behalf of Iron for the Iron Stockholders Meeting or by or on behalf of Steel for the Steel Stockholders Meeting which has become false or misleading. The Joint Proxy Statement will comply in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, Iron makes no representation, warranty or covenant with respect to any information supplied or required to be supplied solely by Steel which it is not now qualified contained in or (ii) to file a general consent to service omitted from any of process in any jurisdictionthe foregoing documents.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Subject to the date accuracy of this Agreement, the representations of the Company in Section 2.12 hereof, (i) the Form S-4 pursuant to which the Parent Common Shares, Exchangeable Shares, Units and Parent shall prepare and cause Class B Shares to be issued in connection with the Transactions will be registered with the SEC, (ii) the Joint Proxy Statement, and (iii) the Other Filings will (A) at the respective times such documents are filed with the SEC or other regulatory agency, (B) in the S-4 Registration Statement, together with case of the Joint Proxy Statement/Prospectus , at the date it or any amendments or supplements thereto are mailed to stockholders, at the time of the Parent Stockholders' Meeting and any other documents required by at the Effective Time and (C) in the case of the Form S-4, if any, when it becomes effective under the Securities Act, at the Effective Time and on the date of any post-effective amendment thereto, 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 made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the applicable provisions of the Delaware General Corporation Law and the Exchange Act or any other Federalas it relates to the Parent Stockholders' Meeting, foreign or Blue Sky or related laws and the Form S-4, as it relates the issuance of the Parent Common Shares, Exchangeable Shares, Units and Class B Shares to be issued in connection with the Merger Transactions, will comply as to form in all material respects with the requirements of the Securities Act. If at any time prior to the Effective Date any event relating to Parent, Dutchco, Amalgamation Sub or any of their respective affiliates, officers or directors should be discovered by Parent, Dutchco or Amalgamation Sub which should be set forth in an amendment to the Form S-4 or a supplement to the Joint Proxy Statement, Parent, Dutchco or Amalgamation Sub will promptly inform the Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in, or furnished in connection with the preparation of, any of the foregoing.
(b) As of the date hereof and at the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify Amalgamation Agreement and except for this Agreement and the other promptly upon the receipt of any comments from the SEC or its staff or Amalgamation Agreement and any other government officials and of any request by the SEC agreements or its staff or any other government officials for amendments or supplements to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action arrangements contemplated by this Section 5.1. If Agreement, Amalgamation Sub has not and will not have incurred, directly or indirectly, through any event relating to subsidiary or affiliate, any of the Acquired Corporations occurs, obligations or if the Company becomes aware liabilities or engaged in any business activities of any information, that should be set forth in an amendment type or supplement to the S-4 Registration Statement kind whatsoever or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate entered into any agreements or arrangements with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parentany person.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Agreement and Plan of Acquisition and Amalgamation (Discreet Logic Inc)
Registration Statement; Joint Proxy Statement/Prospectus. At Placer’s request or as required by law:
(a) As promptly as practicable after For the date purposes of this Agreement(i) registering the issuance of Placer Common Stock to holders of the shares of Company Common Stock in connection with the Merger with the SEC under the Securities Act and complying with applicable Blue Sky Laws, the Company will cooperate in the preparation of a registration statement on Form S-4 relating to the Merger (together with any and Parent shall prepare all amendments and cause supplements to be filed with such registration statement, the SEC the “S-4 Registration Statement, together with the Joint Proxy Statement”). The S-4 Registration Statement shall include a joint proxy statement/Prospectus and any other documents required by prospectus satisfying all requirements of the Securities Act, the Exchange Act or any other Federal, foreign or and applicable Blue Sky or related laws Laws. Such joint proxy statement/prospectus in connection with the Merger and the transactions contemplated form mailed by this Agreement ("Other Filings"). Each of Parent Placer and the Company will notify the other promptly upon the receipt of to their respective stockholders, together with 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 all amendments or supplements thereto, are herein referred to as the S-4 Registration Statement, the “Joint Proxy Statement/Prospectus or any Other Filings or for additional Prospectus.”
(b) The Company will furnish Placer with such information concerning it and will supply the 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 Subsidiaries as is necessary in order to the S-4 Registration Statement, cause the Joint Proxy Statement/Prospectus, insofar as it relates to the Company and its Subsidiaries, to comply with applicable Law. The Company agrees to promptly advise Placer if, at any Other Filings or time prior to the Merger, any information provided by it in the Joint Proxy Statement/Prospectus is or becomes incorrect or incomplete in any material respect and to provide Placer with the information needed to correct such inaccuracy or omission. Each The Company will furnish Placer with such supplemental information as may be necessary in order to cause the Joint Proxy Statement/Prospectus, insofar as it relates to the Company and its Subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of Parent the Company and Placer.
(c) Placer will include in the Joint Proxy Statement/Prospectus such information concerning Placer and its Subsidiaries as is necessary in order to cause such Joint Proxy Statement/Prospectus, insofar as it relates to Placer and its Subsidiaries, to comply with applicable Law. If, at any time prior to the Merger, any information included or incorporated by reference by Placer in the Joint Proxy Statement/Prospectus is or becomes incorrect or incomplete in any material respect, Placer shall correct such inaccuracy or omission. Placer will furnish such supplemental information as may be necessary in order to cause the Joint Proxy Statement/Prospectus, insofar as it relates to Placer and its Subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of Placer and the Company.
(d) The Company and Placer agree to cooperate in making any preliminary filings of the Joint Proxy Statement/Prospectus with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act, and shall cooperate in responding to any comments with respect thereto received from the SEC.
(e) Placer will file the S-4 Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the S-4 Registration Statement (including to become effective under the Securities Act and all such state filed materials to comply with applicable Blue Sky Laws. The Company authorizes Placer to utilize in the S-4Registration Statement and the Joint Proxy Statement/Prospectus and all such state filed materials, the information concerning the Company and its Subsidiaries provided to Placer in connection with, or contained or incorporated by reference in, the Joint Proxy Statement/Prospectus) and any Other Filings to comply with . Placer will promptly advise the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have Company when the S-4 Registration Statement declared has become effective under and of any supplements or amendments thereto, and Placer will furnish the Company with copies of all such documents. Except for the Joint Proxy Statement/Prospectus or the preliminary joint proxy statement/prospectus, neither Placer nor the Company shall distribute any written material that might constitute a “prospectus” relating to the Merger within the meaning of the Securities Act as promptly as practicable after it is filed with or any applicable state securities Law without the SEC. Parent will use all reasonable efforts to cause prior written consent of the other.
(f) Each of the Company and Placer shall mail the Joint Proxy Statement/Prospectus to be mailed to Parent's its stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form date the S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Placer Sierra Bancshares)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 Subject to the S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments accuracy of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders representations of the Company and in Section 2.13, the stockholders of Parent.
registration statement (bthe "REGISTRATION STATEMENT") Prior pursuant to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that which the Parent Common Stock to be issued in the Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or qualified supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to stockholders of the Company, at the time of the Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should, under the securities law of every jurisdiction applicable requirements of the United States Securities Act or the Exchange Act be set forth in which an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at information supplied by the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation which is contained in any jurisdiction of the foregoing documents. The Registration Statement and Joint Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which it is not now qualified contained in, or (ii) to file a general consent to service of process furnished in any jurisdiction.connection with the preparation of, the Registration Statement. 20
Appears in 1 contract
Sources: Merger Agreement (Netvantage Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement, Parent and the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus. Each of the parties shall: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/ Prospectus to comply in all material respects with all applicable rules, regulations and any other documents required by the Securities Act, requirements of the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement Securities Act; ("Other Filings"). Each of Parent and the Company will ii) promptly notify the other promptly upon the receipt of of, and cooperate with each other and use reasonable best efforts to respond to, any comments from or requests of the SEC or its staff staff, including for any amendment or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements supplement to the Form S-4 Registration Statement, the Statement of Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between such party it or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect relating to the Form S-4 Registration Statement, Statement or the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall ; (iv) use all reasonable best efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and 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 after it is filed with the SEC; (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Mergers; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal or Parent Acquisition Proposal. The Company will, prior to filing the preliminary Joint Proxy Statement/Prospectus, obtain all necessary consents of the Company Financial Advisor to permit the Company to include in the Joint Proxy Statement/Prospectus the Company Fairness Opinion. Parent will will, prior to filing the preliminary Joint Proxy Statement/Prospectus, obtain all necessary consents of the Parent Financial Advisor to permit Parent to include in the Joint Proxy Statement/Prospectus the Parent Fairness Opinion.
(b) Parent shall advise the Company, promptly after receipt of notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filed, the issuance of any stop order relating thereto, or the suspension of the shares of Parent Class A Common Stock for offering or sale in any jurisdiction, or any request by the SEC or its staff for any amendment of or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and Parent shall use all its reasonable best efforts to as promptly as practicable have any stop order relating to the Form S-4 Registration Statement or any such suspension of the shares of Parent Class A Common Stock lifted, reversed or otherwise terminated. Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders ’s stockholders, and the Company will use all reasonable efforts to shall cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company Each of the parties shall promptly furnish to Parent the other parties all information concerning such party, its Subsidiaries, directors, officers and (to the Acquired Corporations and the Company's shareholders extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 5.14.4. If If, at any event relating time prior to obtaining the Required Company Stockholder Vote or Required Parent Stockholder Vote, any of the Acquired Corporations occurs, or if the Company party becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/ProspectusProspectus in order to make any statement therein, in the light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus not misleading, then the Company such party: (A) shall promptly inform the other party thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC, other than such disclosures that relate to a Company Acquisition Proposal or a Parent thereof and Acquisition Proposal; (C) shall cooperate provide the other party with Parent in filing a copy of such amendment or supplement promptly after it is filed with the SEC and, SEC; and (D) if mailing is required by law or otherwise appropriate, shall cooperate in mailing such amendment or supplement to the shareholders stockholders of the Company and Parent or the stockholders of the Company. For purposes of the Joint Proxy Statement/Prospectus, any information concerning or related to the Company, its Affiliates, or the Company Stockholder Meeting will be deemed to have been provided by the Company, and any information concerning or related to Parent, its Affiliates, or the Parent Stockholder Meeting will be deemed to have been provided by Parent.
(bc) Prior to the First Effective Time, Parent shall use its reasonable best efforts to obtain take all regulatory approvals needed other actions required to ensure that be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Class A Common Stock to be issued in the Merger will be registered or qualified under First Merger, including the securities law of every jurisdiction of the United States in which any registered holder of Company Parent Class A Common Stock has an address to be issued upon the exercise of record on the record date for determining the shareholders entitled to notice of and to vote at the converted Company Shareholders' MeetingOptions; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now so qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Bioventus Inc.)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Subject to the date accuracy of this Agreement, the representations of the Company in Section 2.12 hereof, (i) the Form S-4 pursuant to which the Parent Common Shares, Exchangeable Shares, Units and Parent shall prepare and cause Class B Shares to be issued in connection with the Transactions will be registered with the SEC, (ii) the Joint Proxy Statement, and (iii) the Other Filings will (A) at the respective times such documents are filed with the SEC or other regulatory agency, (B) in the S-4 Registration Statement, together with case of the Joint Proxy Statement/Prospectus , at the date it or any amendments or supplements thereto are mailed to stockholders, at the time of the Parent Stockholders' Meeting and any other documents required by at the Effective Time and (C) in the case of the Form S-4, if any, when it becomes effective under the Securities Act, at the Effective Time and on the date of any post-effective amendment thereto, 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 made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the applicable provisions of the Delaware General Corporation Law and the Exchange Act or any other Federalas it relates to the Parent Stockholders' Meeting, foreign or Blue Sky or related laws and the Form S-4, as it relates the issuance of the Parent Common Shares, Exchangeable Shares, Units and Class B Shares to be issued in connection with the Merger Transactions, will comply as to form in all material respects with the requirements of the Securities Act. If at any time prior to the Effective Date any event relating to Parent, Dutchco, Amalgamation Sub or any of their respective affiliates, officers or directors should be discovered by Parent, Dutchco or Amalgamation Sub which should be set forth in an amendment to the Form S-4 or a supplement to the Joint Proxy Statement, Parent, Dutchco or Amalgamation Sub will promptly inform the Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in, or furnished in connection with the preparation of, any of the foregoing.
(b) As of August 20, 1998 and at the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.A-17
Appears in 1 contract
Sources: Agreement and Plan of Acquisition and Amalgamation (Autodesk Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent, TriQuint and RFMD shall prepare and cause to be filed with the Company SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")will be included as a prospectus. Each of Parent and the Company will notify parties shall use reasonable best efforts: (i) to cause the other 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 Form S-4 Registration Statement, Statement and the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff and staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent will TriQuint shall use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders TriQuint’s stockholders, and the Company will RFMD shall use all reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's RFMD’s shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company Each of the parties shall promptly furnish to Parent the other parties all information concerning the Acquired Corporations such party, its Subsidiaries and the Company's shareholders or stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.connection
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (aas defined in Section 3.13) As promptly shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit 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. The information supplied by the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "Company Stockholders Meeting") and to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "Parent Stockholders Meeting," and together with the Company Stockholder Meeting, the "Stockholders Meetings") (such joint proxy statement/prospectus as practicable after amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus"), will not, on the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act (or any other Federalamendment thereof or supplement thereto) is first mailed to stockholders, foreign at the time of the Stockholders Meetings, or Blue Sky at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or related laws misleading with respect to any material fact, or shall omit to state any material fact necessary in connection order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Merger and solicitation of proxies for the transactions contemplated by this Agreement ("Other Filings")Stockholders Meetings which has become false or misleading. Each of Parent and If at any time prior to the Effective Time any event relating to the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representativesrespective affiliates, on officers or directors should be discovered by the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect Company which should be set forth in an amendment to the S-4 Registration Statement, Statement or a supplement to the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause promptly inform Parent and Merger Sub. Notwithstanding the S-4 Registration Statement (including foregoing, the Joint Proxy Statement/Prospectus) and any Other Filings to comply Company makes no representation or warranty with the rules and regulations promulgated by the SEC, to respond promptly respect to any comments of the SEC information supplied by Parent or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it Merger Sub which is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required contained in or reasonably requested furnished in connection with any action contemplated by this Section 5.1. If any event relating to any the preparation of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Registry Inc)
Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 3.13, the information supplied by the Company for inclusion in the Registration Statement (aas defined in Section 3.13) As promptly shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit 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. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "STOCKHOLDERS MEETING") (such joint proxy statement/prospectus as practicable after amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), will not, on the date of this Agreement, the Company and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any other documents required material fact, or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should, under the applicable requirements of the Securities Act or the Exchange Act, be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform Parent and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by thereunder. Notwithstanding the SECforegoing, to respond promptly the Company makes no representation or warranty with respect to any comments of the SEC information supplied by Parent or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it Merger Sub which is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested contained in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parentforegoing documents.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Netvantage Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Subject to the date accuracy of this Agreementthe representations of Beta in Section 3.13, the information supplied by the Company and Parent in writing specifically for inclusion in the Registration Statement (as defined in Section 3.13) shall prepare and cause not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection with the SEC meeting of the S-4 Registration Statementshareholders of the Company to consider the Merger (the "Company Shareholders Meeting"), and to the shareholders of Tyco in connection with the meeting of the shareholders of Tyco to consider the issuance of the Tyco Common Shares in connection with the Merger (the "Tyco Shareholders Meeting" and, together with the Company Shareholders Meeting, the "Shareholders Meetings") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meetings contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any other documents required material fact, or omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws Company which should be set forth in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 an amendment to the S-4 Registration Statement, Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company shall promptly inform Beta and Merger Sub. The Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply shall comply in all material respects with the other with copies requirements of all correspondence between such party or any of its representatives, on the one hand, Securities Act and the SECExchange Act. Notwithstanding the foregoing, the Company makes no representation or its staff or any other government officials, on the other hand, warranty with respect to any information supplied by Tyco, Beta or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the S-4 Registration Statementpreparation of, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Amp Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Mergerbe included as a prospectus. Each of Parent and the Company shall use all commercially reasonable efforts to cause the Form S-4 Registration Statement (including and the Joint Proxy Statement/Prospectus) and any Other Filings Prospectus to comply with the rules and 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 after it is filed with the SEC. Parent will use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders stockholders, and the Company will use all commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersstockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of ParentCompany.
(b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company ShareholdersStockholders' Meeting; providedPROVIDED, howeverHOWEVER, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Clare Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Upon the date execution and delivery of this Agreement, Peoples and Premier Financial shall promptly cause the Company Registration Statement to be prepared, and Parent Peoples shall prepare and cause the Registration Statement to be filed with the SEC. Peoples and Premier Financial shall use their Table of Contents commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the S-4 filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC, and prior to the Effective Time, any event relating to Premier Financial or Peoples is discovered by Premier Financial or Peoples, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, together the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Peoples shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Premier Financial and Peoples (if prior to the meetings of the shareholders pursuant to Section 6.02 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to the shareholders entitled to vote at such meetings. Peoples shall also use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Premier Financial shall furnish all information concerning Premier Financial and the holders of Premier Financial Common Stock as may be reasonably requested in connection with any such action. Premier Financial and Peoples shall each furnish the other with all information concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement.
(b) Peoples and Premier Financial each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection for filing with the Merger and SEC and, when the transactions contemplated by this Agreement Registration Statement is effective, for delivery to their respective shareholders.
("Other Filings"). Each of Parent and c) If either party becomes aware prior to the Company will notify the other promptly upon the receipt Effective Time 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or that would cause 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause statements in the Joint Proxy Statement/Prospectus to be mailed false or misleading with respect to Parent's stockholders and any material fact, or to omit to state any material fact necessary to make the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersstatements therein not false or misleading, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company that party shall promptly furnish inform the other thereof and take the necessary steps to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or correct the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Subject to the date accuracy of this Agreementthe representations of the Company in Section 2.13, the Company and Parent registration statement on Form S-4 (or on such other form as shall prepare and cause be appropriate) (as it may be amended, the "Registration Statement") pursuant to which the Tyco Common Shares to be filed issued in connection with the Merger will be registered with the SEC shall not, at the S-4 time the Registration StatementStatement (including any amendments or supplements thereto) is declared effective by the SEC, together with contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by Tyco, Beta or Merger Sub in writing specifically for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders or at the time of the Shareholders Meetings, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any other documents required material fact, or omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Tyco, Beta, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Tyco, Beta or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Beta or Merger Sub will promptly inform the Company. The Registration Statement and Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Beta and Merger Sub make no representation or warranty with respect to any other Federalinformation supplied by the Company which is contained or incorporated by reference in, foreign or Blue Sky or related laws furnished in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statementpreparation of, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (Amp Inc)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As Parent and the Company shall jointly prepare, and Parent shall cause to be filed with the SEC, the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus, as promptly as practicable after the date of this Agreement, Agreement (it being agreed that each Party will use its reasonable best efforts to file the Company and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with Statement within 45 days following the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by date of this Agreement ("Other Filings"Agreement). Each of Parent and the Company will notify shall cause the other 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 Form S-4 Registration Statement, Statement and the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and . Parent shall use commercially reasonable efforts to have the Form S-4 Registration Statement declared become effective under the Securities Act as promptly as practicable after it is filed with the SEC, and keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Mergers. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as As promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act, (i) the Company shall cause the Joint Proxy Statement/Prospectus to be filed with the SEC and mailed to the Company’s stockholders, and (ii) Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s stockholders. The Each of Parent and the Company shall promptly furnish to Parent the other Party all information concerning the Acquired Corporations such Party, its Subsidiaries and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating If, prior to any the receipt of the Acquired Corporations occursRequired Company Stockholder Vote or the Required Parent Stockholder Vote, either Parent or if the Company becomes aware of any information, information that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/ProspectusProspectus so that either such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company such Party: (A) shall promptly inform Parent thereof the other Party thereof; (B) shall provide the other Party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (C) shall cooperate provide the other Party with Parent in filing a copy of such amendment or supplement promptly after it is filed with the SEC andSEC; and (D) shall cooperate, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and/or Parent, as applicable.
(b) No filing of, or amendment or supplement to, the Form S-4 Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case without providing the other Party a reasonable opportunity to review and comment thereon (other than, in each case, any filing, amendment or supplement in connection with a Company Change in Recommendation or a Parent Change in Recommendation, as applicable), and each Party shall consider in good faith all comments reasonably proposed by the other Party. Each of the Company and Parent shall promptly provide the stockholders other with copies of Parentall such filings, amendments or supplements to the extent not publicly available. Each of the Company and Parent shall reasonably assist and cooperate with the other in the preparation of the Form S-4 Registration Statement or Joint Proxy Statement/Prospectus, as applicable, and the resolution of any comments to either received from the SEC. The Parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, or for additional information, and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement, Joint Proxy Statement/Prospectus or the Mergers, and (ii) all Orders of the SEC relating to the Form S-4 Registration Statement. No response to any comments from the SEC or the staff of the SEC relating to the Joint Proxy Statement/Prospectus will be made by either Party without providing the other a reasonable opportunity to review and comment thereon unless pursuant to a telephone call initiated by the SEC or the staff of the SEC, and each Party shall consider in good faith all comments reasonably proposed by the other Party.
(bc) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in as the Merger Consideration will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders stockholders entitled to notice of and to vote at the Company Shareholders' Stockholders’ Meeting; provided, however, that Parent shall not be required required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified qualified; or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, Parent and the Company and Parent shall use all commercially reasonable efforts to prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, and Parent shall use all commercially reasonable efforts to prepare and cause to be filed with the SEC the Form S-4 Registration Statement, together with in which the Joint Proxy Statement/Prospectus and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings")will be included as a prospectus. Each of Parent and the Company will notify the other 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 shall use commercially reasonable efforts to the S-4 Registration Statementmake such filings no later than January 29, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger2001. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement (including and the Joint Proxy Statement/Prospectus) and any Other Filings Prospectus to comply with the rules and 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 after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersstockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company and the stockholders of ParentCompany.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent shall LCNB will prepare and cause to be filed file the Registration Statement with the SEC to register a sufficient number of shares of LCNB Shares which the S-4 shareholders of CFB will receive pursuant to Section 3.01 at the Effective Time at no additional cost or expense to CFB or Columbus First Bank. LCNB will use its best efforts to cause such Registration Statement to become effective. LCNB and CFB agree that none of the information supplied or to be supplied by each of them for inclusion or incorporation by reference in (i) the Registration Statement, together with including the joint proxy statement and prospectus (the “Joint Proxy Statement/Prospectus”) constituting a part thereof, will, at the time the Registration Statement becomes effective under the Securities Act, or (ii) the Joint Proxy Statement/Prospectus and any other documents amendment or supplement thereto will, at the date of mailing to the LCNB and CFB shareholders and at the times of the LCNB Meeting and CFB Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required by to be stated therein or necessary to make the Securities Actstatements therein, in light of the Exchange Act or any other Federalcircumstances under which they were made, foreign or Blue Sky or related laws in connection not misleading. The Joint Proxy Statement/Prospectus shall be subject to the approval of CFB prior to filing.
(b) LCNB and CFB each agree to use commercially reasonable best efforts and to cooperate with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 party in all reasonable respects to the S-4 Registration Statement, prepare the Joint Proxy Statement/Prospectus or for filing with the SEC and, when the Registration Statement is effective, for delivery to the CFB shareholders.
(c) If either party becomes aware prior to the Effective Time of any Other Filings or for additional information and will supply the other with copies of all correspondence between such party or that would cause 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause statements in the Joint Proxy Statement/Prospectus to be mailed false or misleading with respect to Parent's stockholders and any material fact, or to omit to state any material fact necessary to make the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholdersstatements therein not false or misleading, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company that party shall promptly furnish inform the other thereof and take the necessary steps to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or correct the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Sources: Merger Agreement (LCNB Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after For the date purposes of this Agreement, (i) registering the Company and Parent shall prepare and cause issuance of PSINet Common Stock to be filed holders of the shares of Metamor Common Stock in connection with the Merger with the SEC under the Securities Act and complying with applicable Blue Sky Laws and (ii) holding the Metamor Special Meeting and the PSINet Special Meeting, PSINet and Metamor will cooperate in the preparation of a registration statement on Form S-4 Registration Statement, relating to the Merger (together with any and all amendments and supplements to such registration statement, the Joint Proxy Statement"REGISTRATION STATEMENT"). The Registration Statement shall include a joint proxy statement/Prospectus and any other documents required by prospectus satisfying all requirements of the Securities Act, the Exchange Act or any other Federal, foreign or and applicable Blue Sky or related laws Laws. Such joint proxy statement/prospectus in connection the form mailed by Metamor and PSINet to their respective stockholders, together with the Merger any and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 all amendments or supplements thereto, are herein referred to as the S-4 Registration Statement, the Joint Proxy Statement"JOINT PROXY STATEMENT/Prospectus or any Other Filings or for additional PROSPECTUS."
(b) Metamor will furnish PSINet with such information concerning it and will supply the 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 Subsidiaries as is necessary in order to the S-4 Registration Statement, cause the Joint Proxy Statement/Prospectus, insofar as it relates to Metamor and its Subsidiaries, to comply with applicable Law. Metamor agrees to promptly advise PSINet if, at any Other Filings time prior to the Metamor Special Meeting, any information provided by it in the Joint Proxy Statement/Prospectus is or becomes incorrect or incomplete in any material respect and to provide PSINet with the Mergerinformation needed to correct such inaccuracy or omission. Each of Parent and the Company shall use all reasonable efforts Metamor will furnish PSINet with such supplemental information as may be necessary in order to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) , insofar as it relates to Metamor and any Other Filings its Subsidiaries, to comply with applicable Law after the rules mailing thereof to the stockholders of Metamor and regulations promulgated PSINet.
(c) PSINet will include in the Joint Proxy Statement/Prospectus such information concerning PSINet and its Subsidiaries as is necessary in order to cause such Joint Proxy Statement/Prospectus, insofar as it relates to PSINet and its Subsidiaries, to comply with applicable Law. If, at any time prior to the Metamor Special Meeting, any information included or incorporated by reference by PSINet in the Joint Proxy Statement/Prospectus is or becomes incorrect or incomplete in any material respect, PSINet shall correct such inaccuracy or omission. PSINet will furnish such supplemental information as may be necessary in order to cause the Joint Proxy Statement/Prospectus, insofar as it relates to PSINet and its Subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of Metamor and PSINet.
(d) Metamor and PSINet agree to cooperate in making any preliminary filings of the Joint Proxy Statement/Prospectus with the SEC, as promptly as practicable, pursuant to respond promptly Rule 14a-6 under the Securities Exchange Act, and shall cooperate in responding to any comments of with respect thereto received from the SEC.
(e) PSINet will file the Registration Statement with the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act appropriate materials with applicable state securities agencies as promptly as practicable after it is filed with the SEC. Parent and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable Blue Sky Laws. Metamor authorizes PSINet to utilize in the Registration Statement and the Joint Proxy Statement/Prospectus and all such state filed materials, the information concerning Metamor and its Subsidiaries provided to be mailed PSINet in connection with, or contained or incorporated by reference in, the Joint Proxy Statement/Prospectus. PSINet will promptly advise Metamor when the Registration Statement has become effective and of any supplements or amendments thereto, and PSINet will furnish Metamor with copies of all such documents. Except for the Joint Proxy Statement/Prospectus or the preliminary joint proxy statement/prospectus, neither PSINet nor Metamor shall distribute any written material that might constitute a "prospectus" relating to Parent's stockholders the Merger within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other.
(f) Each of Metamor and the Company will use all reasonable efforts to cause PSINet shall mail the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, its stockholders as promptly as practicable after the Form S-4 date the Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement, the Company and Parent BFC shall prepare and cause to be filed file with the SEC SEC, with Bluegreen’s assistance (as described below), the S-4 Registration Statement, together with which shall include the Joint Proxy Statement/Prospectus of Bluegreen and any other documents required by BFC relating to the Securities Act, Bluegreen Meeting and BFC Meeting. BFC shall use commercially reasonable efforts to cause the Exchange Act or any other Federal, foreign or Blue Sky or related laws Registration Statement to become effective as promptly as practicable after filing and shall use commercially reasonable efforts to maintain the effectiveness of such Registration Statement until all of the shares of BFC Class A Common Stock have been issued and distributed in connection with the Merger and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, as described in the Joint Proxy Statement/Prospectus, . BFC shall take any Other Filings action required under applicable federal or state securities Laws in connection with the issuance of shares of BFC Class A Common Stock pursuant to the Merger. Each of Parent and the The Surviving Company shall use all commercially reasonable efforts to cause the S-4 Bluegreen Common Stock to be deregistered under the Exchange Act as soon as practicable following the Effective Time. Bluegreen shall furnish all information concerning Bluegreen as BFC may reasonably request in connection with such actions and the preparation of the Registration Statement (Statement, including the Joint Proxy Statement/Prospectus) and any Other Filings information in response to comply with the rules and regulations promulgated by comments received from the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as . As promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause Registration Statement becomes effective, Bluegreen shall mail the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders its shareholders, and the Company will use all reasonable efforts to cause BFC shall mail the Joint Proxy Statement/Prospectus to be mailed its shareholders. Notwithstanding anything to the Company's shareholderscontrary contained herein, as promptly as practicable after neither the Form S-4 Joint Proxy Statement/Prospectus nor the Registration Statement nor any amendment or supplement thereto shall be filed or mailed without the consent of both BFC and Bluegreen, which consent shall not be unreasonably withheld.
(b) Each of Bluegreen and BFC represent, warrant and covenant to the other that the information pertaining to such party required by the Securities Act and/or the Exchange Act for inclusion in the Registration Statement and the Joint Proxy Statement/Prospectus shall not, at each time the Registration Statement is declared filed with the SEC, at the time it becomes effective under the Securities Act. The Company , at the time the Joint Proxy Statement/Prospectus is mailed to Bluegreen’s and BFC’s shareholders or at the time of the Bluegreen Meeting or the BFC Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that no representation is or shall promptly furnish be made by Bluegreen or BFC, as the case may be, with respect to Parent all the accuracy of statements made in the Registration Statement or the Joint Proxy Statement/Prospectus based on information concerning derived from or supplied by the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1other party. If before the Effective Time, any event or circumstance relating to Bluegreen or any of the Acquired Corporations occursits Subsidiaries or Affiliates is discovered by Bluegreen, or if the Company becomes aware any event or circumstance relating to BFC or any of any informationits Subsidiaries or Affiliates is discovered by BFC, that and such information should be set forth in an amendment or a supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company Bluegreen shall promptly inform Parent thereof BFC and shall cooperate with Parent in filing such amendment provide to BFC, or supplement with the SEC andBFC shall promptly inform Bluegreen and prepare, if appropriate, in mailing such amendment appropriate amendments or supplement supplements to the shareholders of Registration Statement or the Company Joint Proxy Statement/Prospectus, and the stockholders of Parent.
(brepresentations and warranties set forth in this Section 7.5(b) Prior as to the Effective Time, Parent accuracy of such information shall use reasonable efforts apply to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered such amended or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdictionsupplemented information.
Appears in 1 contract
Sources: Merger Agreement (Bluegreen Corp)
Registration Statement; Joint Proxy Statement/Prospectus. (a) As promptly as practicable after Subject to the date accuracy of this Agreement, the representations of the Company in Section 2.12 hereof, (i) the Form S-4 pursuant to which the Parent Common Shares, Exchangeable Shares, Units and Parent shall prepare and cause Class B Shares to be issued in connection with the Transactions will be registered with the SEC, (ii) the Joint Proxy Statement, and (iii) the Other Filings will (A) at the respective times such documents are filed with the SEC or other regulatory agency, (B) in the S-4 Registration Statement, together with case of the Joint Proxy Statement/Prospectus , at the date it or any amendments or supplements thereto are mailed to stockholders, at the time of the Parent Stockholders' Meeting and any other documents required by at the Effective Time and (C) in the case of the Form S-4, if any, when it becomes effective under the Securities Act, at the Effective Time and on the date of any post-effective amendment thereto, 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 made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the applicable provisions of the Delaware General Corporation Law and the Exchange Act or any other Federalas it relates to the Parent Stockholders' Meeting, foreign or Blue Sky or related laws and the Form S-4, as it relates the issuance of the Parent Common Shares, Exchangeable Shares, Units and Class B Shares to be issued in connection with the Merger Transactions, will comply as to form in all material respects with the requirements of the Securities Act. If at any time prior to the Effective Date any event relating to Parent, Dutchco, Amalgamation Sub or any of their respective affiliates, officers or directors should be discovered by Parent, Dutchco or Amalgamation Sub which should be set forth in an amendment to the Form S-4 or a supplement to the Joint Proxy Statement, Parent, Dutchco or Amalgamation Sub will promptly inform the Company. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in, or furnished in connection with the preparation of, any of the foregoing.
(b) As of August 20, 1998 and at the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement ("Other Filings"). Each of Parent and the Company will notify the other 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filings or for additional information and will supply the 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 S-4 Registration Statement, the Joint Proxy Statement/Prospectus, any Other Filings or the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the S-4 Registration Statement (including the Joint Proxy Statement/Prospectus) and any Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company and the stockholders of Parent.
(b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.17
Appears in 1 contract
Sources: Agreement and Plan of Acquisition and Amalgamation (Autodesk Inc)