California Permit. The Commissioner of Corporations for the State of California shall have approved the terms and conditions of the transactions contemplated by this Agreement, and the fairness of such terms and conditions following a hearing for such purpose, and shall have issued the California Permit.
California Permit. The California Permit shall have been issued by the California Commissioner and no Order suspending the effectiveness of the California Permit or any part thereof shall have been issued.
California Permit. The Commissioner of Corporations for the State of California shall have approved the terms and conditions of the transactions contemplated by this Agreement, and the fairness of such terms and conditions pursuant to Section 25142 of California Law following a hearing for such purpose and shall have issued a California Permit under Section 25121 of California Law, so that the issuance of the Parent Common Shares in the Merger shall be exempt from registration under Section 3(a)(10) of the Securities Act.
California Permit. The California Commissioner of Corporations ----------------- shall have issued the California Permit and the exemption provided by Section 3(a)(10) of the Securities Act shall be available with respect to the issuance of the Parent Common Stock in the Merger, or the Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued by the SEC with respect to the Form S-4 Registration Statement.
California Permit. As soon as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare, and Parent shall file (the date of such filing, the “Permit Filing Date”), the necessary documents with the Commissioner of Corporations of the State of California (the “California Commissioner”) to request a hearing (the “Hearing”) to be held by the California Commissioner to consider the terms, conditions and fairness of the Merger pursuant to Sections 25121 and 25142 of the California Corporate Securities Law of 1968 (the “Fairness Hearing Law”), together with an application for a permit (a “California Permit”) from the California Commissioner, so that the issuance of Parent Common Stock in the First Step Merger shall be exempt from registration under the Securities Act, by virtue of the exemption provided by Section 3(a)(10) thereof (such documents to be filed by Parent pursuant to this Section 6.1(a), collectively, the “Permit Application”). The Company shall deliver, or cause to be delivered, the notice of the Hearing (the “Notice”), in the form approved and signed by the California Commissioner, to the Company Stockholders as promptly as practicable and in any event within three Business Days following its approval by the California Commissioner. The Company shall provide to Parent any necessary update that the Company becomes aware of with respect to the identity of the Company Stockholders at least three Business Days prior to such mailing; provided, however, that, unless otherwise agreed by Parent and the Company in writing, the delivery of any notice pursuant to this Section 6.1(a) or Section 6.3 shall not (i) limit or otherwise affect any remedies available to the party receiving such notice provided hereunder; or (ii) be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. Parent and the Company shall prepare a draft of the Permit Application within seven Business Days of the date of this Agreement and use their respective commercially reasonable efforts to finalize such draft as promptly as practicable thereafter. Within one Business Day after finalizing the draft Permit Application, Parent shall file the Permit Application with the California Commissioner.
California Permit. In the event that Parent deems it appropriate to seek a permit from the California Department of Corporations to issue shares of Parent Common Stock in connection with the Merger pursuant to Section 25142 (or any successor section) of the California Law (a “California Permit”), then Parent shall prepare, with the full cooperation and assistance of Company, an application for the California Permit (the “Permit Application”). Parent and Company shall each use their commercially reasonable best efforts to cause the Permit Application to comply with all applicable requirements of federal and state securities laws. Each of Parent and Company hereby (a) consents to the use of its name and, on behalf of its Subsidiaries and Affiliates, the names of such Subsidiaries and Affiliates and to the inclusion of financial statements and business information relating to such party and its Subsidiaries and Affiliates (in each case, to the extent required by applicable securities laws) in the Permit Application, (b) agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Permit Application, or in any amendments or supplements thereto, and (c) agrees to use commercially reasonable best efforts to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Permit Application. The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Permit Application in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law.
California Permit. As soon as practicable ----------------- after the date hereof SRS shall prepare and file an application (the "Application") with the California Commissioner of Corporations (the "COC") seeking a permit (the "Permit") under Section 25142 of the California Corporations Code for approval of the terms of the Merger on behalf of SRS stockholders after a hearing thereon. At the request of SRS, Eco shall furnish such information regarding Eco as may be reasonably required for inclusion in the Application. SRS shall provide Eco with a draft Application at least two business days prior to filing with the COC. SRS shall use its best efforts to cause the COC to grant the Permit, including appearing at any hearing required thereunder, in order that the approval by the COC would permit Eco to issue the Merger Consideration without registration under the Securities Act of 1933, as amended (the "Securities Act") pursuant to the exemption provided in Section 3(a)(10) thereof.
California Permit. The California Commissioner shall have approved the terms and conditions of the transactions contemplated by this Agreement, and the fairness of such terms and conditions following a hearing for such purpose, and shall have issued the California Permit, and no stop order suspending the effectiveness of the California Permit or any part thereof shall have been issued and no proceeding for that purpose or other similar proceeding in respect of the California Permit shall have been initiated or threatened by the California Commissioner; provided, however, that the condition contained in this Section 7.1(a) shall be deemed satisfied if Parent provides the Election Notice pursuant to Section 2.7(e).
California Permit. The California Commissioner of Corporations shall have issued the California Permit and the exemption provided by Section 3(a)(10) of the Securities Act shall be available with respect to the issuance of the Parent Common Stock in the Merger, or the Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued by the SEC with respect to the Form S-4 Registration Statement. Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company: Representations and Warranties. The representations and warranties of Parent and Merger Sub contained in this Agreement (i) shall have been true and correct as of the date of this Agreement and (ii) shall have been true and correct in all material respects as of the Closing, except for (A) changes contemplated or permitted by this Agreement and (B) except for those representations and warranties that address matters only as of a particular date (which shall have been true and correct as of such date). The Company shall have received a certificates with respect to the foregoing signed on behalf of Parent and Merger Sub by duly authorized officers thereof. Agreements and Covenants. Parent and Merger Sub shall have performed or complied (which performance or compliance shall be subject to Parent's or Merger Sub's ability to cure as provided in Section 8.1(e) below) in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time, and the Company shall have received a certificate to such effect signed on behalf of the Parent and Merger Sub by duly authorized officers thereof. Material Adverse Change. There shall not have occurred or failed to have occurred an event that constitutes a Material Adverse Effect with respect to Parent since March 31, 2000. Legal Opinion. The Company shall have delivered the legal opinions from Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxgal counsel to Parent, in substantially the form attached as Exhibit C. Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the transactions ...
California Permit. The Company Parties hereby jointly and severally covenant and agree that they will file with the California Department of Corporations (the "DOC") no later than December 14, 2000 the additional applications required by the Order and Permit granted by the DOC on December 11, 2000."
