S-4 Registration Statement Sample Clauses

S-4 Registration Statement. (a) As promptly as practicable after the execution of this Agreement, ITES and Sensar shall prepare and file with the SEC a Form S-4, including a proxy statement for use in connection with obtaining the approval of the transactions contemplated by this Agreement by the stockholders of Sensar and a prospectus for the issuance by Sensar of the Common Stock to the ITES Shareholders (the "Proxy Statement/Prospectus"). Each of ITES, Sensar and the ITES Shareholders shall use their best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of shares of the Exchanged Sensar Stock. Each of Sensar, ITES, and the ITES Shareholders shall furnish all information concerning them as may reasonably be necessary or advisable in connection with such actions. As promptly as practicable after the Form S-4 shall have been declared effective by the SEC, Sensar shall mail the Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Sensar Stockholders Meeting and to the ITES Shareholders. The Proxy Statement/Prospectus shall include the recommendation of Sensar's Board of Directors in favor of the adoption of this Agreement. (b) The information supplied by Sensar for inclusion in the Form S-4 shall not, at the time the Proxy Statement/Prospectus is mailed to the stockholders of Sensar, 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. If at any time prior to the Closing Date any event or circumstance relating to Sensar or any of its affiliates, or its or their respective officers or directors, is discovered by Sensar that should be set forth in a supplement to the Proxy Statement/Prospectus, Sensar shall promptly inform ITES thereof in writing. (c) The information supplied by ITES for inclusion in the Form S-4 shall not, at the time the Proxy Statement/Prospectus is mailed to the stockholders of Sensar and the ITES Shareholders, 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. If at any time prior to the Closing Date any event or circumstance relating to ITES or any of its affiliates, or to their respective officers o...

S-4 Registration Statement. As soon as reasonably practicable after the date hereof, Umpqua shall prepare and file with the SEC the S-4 Registration Statement including the Proxy Statement. Umpqua agrees, as to itself and any Umpqua Subsidiary, that none of the information supplied or to be supplied by it or any Umpqua Subsidiary for inclusion or incorporation by reference in (i) the S-4 Registration Statement will, at the time the S-4 Registration Statement 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 not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to NBB shareholders and at the times of the NBB shareholder meeting to be held in connection with the Holding Company Merger, 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. Umpqua and NBB will cause the S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder.

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S-4 Registration Statement. The Registration Statement on Form S-4, 333- 20571, registering shares of InfoCure Corporation Common Stock to be issued pursuant to this Agreement of Merger and a certain other acquisition has become effective.

S-4 Registration Statement. The S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act,

S-4 Registration Statement. At the time the Registration Statement becomes effective and at the Effective Time, the Registration Statement and the Proxy Statement/Prospectus included therein and the Reunion SEC filings incorporated by reference therein, will not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or shall omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or necessary to correct any statement which has become false or misleading with respect to the transactions contemplated hereby and will comply in all material respects with the requirements of the Securities Act and the rules and regulations thereunder (provided that no representation or warranty is made with respect to the information prepared or furnished by Chatwins to Reunion specifically for use therein or contained in Chatwins SEC filings incorporated by reference therein).

S-4 Registration Statement. Promptly following the resolution to the satisfaction of the SEC of all SEC comments on the Proxy Statement/Prospectus (or the expiration of the ten-day period under Rule 14a- 6(a) under the Exchange Act if no SEC comments are received by such date), the Company shall promptly prepare and file with the SEC, under the Securities Act, a registration statement on Form S-4 with respect to the Depositary Shares and the underlying shares of New Common Stock (the "S-4 Registration Statement") and shall use its best efforts to cause the S-4 Registration Statement to be declared effective as promptly as practicable. The Company shall take any action required to be taken under foreign or state securities or Blue Sky laws in connection with the issuance of the Merger Consideration.

S-4 Registration Statement. If (a) the California Department of Corporations has not scheduled a Hearing by ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) the Hearing has not occurred by May 15, 2000 (or May 31, 2000, if any Target Shareholders reside outside the United States), or (c) the Permit has not been issued by May 31, 2000 (or June 15, 2000, if any Target Shareholders reside outside the United States), then Acquirer shall promptly prepare, with Target's assistance and cooperation, and file with the SEC the S-4 and shall use reasonable efforts to cause the S-4 to become effective as promptly as practicable. Each of Acquirer and Target shall use reasonable efforts to cause the S-4 to become effective as promptly as practicable. The S-4, including the proxy statement/properties used in connection therewith and all related materials will contain information, and all related materials will contain information, and such proxies will be solicited, in accordance with applicable law. Each of Acquirer and Target will promptly provide all information relating to Acquirer or Target, as applicable, for inclusion in the S-4 and such proxy statement/prospectus to satisfy the requirements of all applicable state and federal securities laws. Each of Acquirer and Target shall be solely responsible for any statement, information or omission in the S-4 and such proxy statement/prospectus relating to it or its affiliates based upon written information furnished by it.

S-4 Registration Statement. Notwithstanding Section 5.1(b) above, in the event the 3(a)