Common use of S-4 Registration Statement Clause in Contracts

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.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Silicon Image Inc)

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 3130, 2000 (or June 15, 2000, if any Target Shareholders reside outside the United States), then Target will assist Acquirer shall promptly prepare, and cooperate fully with Target's assistance Acquirer in connection with the Registration Statement on Form S-4 to register the offer and cooperation, sale of securities by Acquirer in connection with the Merger and to solicit proxies for the Target Shareholder Approval (the "S-4") which Acquirer will prepare and file with the SEC Securities and Exchange Commission (the S-4 and shall use reasonable efforts to cause the S-4 to become effective "SEC") as promptly as practicableprovided in Section 5.4. 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.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Silicon Image Inc)