Common use of Schedule 13E-3 Clause in Contracts

Schedule 13E-3. 8.6.1 Via Varejo and Cnova NV agree to cooperate, and to cause their respective financial advisors to cooperate, in the preparation of a transaction statement under Rule 13e-3 under the Exchange Act (the “Schedule 13E-3”) to be jointly filed with the SEC by Via Varejo, Cnova NV, Casino and CBD. Each of Via Varejo and Cnova NV agrees to furnish, and to cause its financial advisors to furnish, to the other Party all applicable information concerning Via Varejo and its Subsidiaries, officers, directors, stockholders and affiliates or Cnova NV and its Subsidiaries, officers, directors, stockholders and affiliates, as applicable, and to take such other actions, as may be reasonably requested in connection with the foregoing. No filing of the Schedule 13E-3 will be made by Via Varejo or Cnova NV without providing the other Party a reasonable opportunity to review and comment thereon. 8.6.2 Each of Via Varejo and Cnova NV agrees, as to itself and its Subsidiaries, that the Schedule 13E-3 will, at the time the Schedule 13E-3, or any amendment or supplement thereto, is filed with the SEC, not 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 are made, not misleading. Each of Via Varejo and Cnova NV further agrees that, if it shall become aware prior to the Closing Date of any information that would cause any of the statements in the Schedule 13E-3 to be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not false or misleading, it shall promptly inform the other Party thereof and take the necessary steps to correct such information in an amendment or supplement to the Schedule 13E-3. No amendment or supplement to the Schedule 13E-3 shall be made by Via Varejo or Cnova NV without providing the other party a reasonable opportunity to review and comment thereon. 8.6.3 Via Varejo and Cnova NV 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 Schedule 13E-3 or for additional information and shall supply each other with copies of 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 Schedule 13E-3.

Appears in 1 contract

Sources: Reorganization Agreement (Cnova N.V.)

Schedule 13E-3. 8.6.1 Via Varejo and Cnova NV agree to cooperate, and to cause their respective financial advisors to cooperate, in the preparation of a transaction statement under Rule 13e-3 under the Exchange Act (the "Schedule 13E-3") to be jointly filed with the SEC by Via Varejo, Cnova NV, Casino and CBD. Each of Via Varejo and Cnova NV agrees to furnish, and to cause its financial advisors to furnish, to the other Party all applicable information concerning Via Varejo and its Subsidiaries, officers, directors, stockholders and affiliates or Cnova NV and its Subsidiaries, officers, directors, stockholders and affiliates, as applicable, and to take such other actions, as may be reasonably requested in connection with the foregoing. No filing of the Schedule 13E-3 will be made by Via Varejo or Cnova NV without providing the other Party a reasonable opportunity to review and comment thereon. 8.6.2 Each of Via Varejo and Cnova NV agrees, as to itself and its Subsidiaries, that the Schedule 13E-3 will, at the time the Schedule 13E-3, or any amendment or supplement thereto, is filed with the SEC, not 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 are made, not misleading. Each of Via Varejo and Cnova NV further agrees that, if it shall become aware prior to the Closing Date of any information that would cause any of the statements in the Schedule 13E-3 to be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not false or misleading, it shall promptly inform the other Party thereof and take the necessary steps to correct such information in an amendment or supplement to the Schedule 13E-3. No amendment or supplement to the Schedule 13E-3 shall be made by Via Varejo or Cnova NV without providing the other party a reasonable opportunity to review and comment thereon. 8.6.3 Via Varejo and Cnova NV 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 Schedule 13E-3 or for additional information and shall supply each other with copies of 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 Schedule 13E-3.

Appears in 1 contract

Sources: Reorganization Agreement (Cnova N.V.)