Common use of California Permit; Registered Offering Clause in Contracts

California Permit; Registered Offering. (a) As promptly as practicable after the execution of this Agreement, the Buyer shall prepare the necessary documents and apply to obtain a California Permit so that the issuance of the Buyer Common Shares in the Merger shall be exempt from registration under the Securities Act, by virtue of the exemption from registration contained in Section 3(a)(10) thereof; provided, however, that the Buyer shall use all Reasonable Best Efforts to prepare and file the application to obtain a California Permit within 15 days after the later of (i) execution of this Agreement and (ii) the date on which the Company has furnished to the Buyer materials in conformity with the requirements of such application. The Company shall cooperate with, and provide information to, the Buyer in connection with the Buyer's application for the California Permit, including such Disclosure Statement, financial statements and other information with respect to the Company as, in the reasonable judgment of the Buyer or its counsel, are required to be filed therewith. The Company and the Buyer will respond promptly to any comments from the California Commissioner of Corporations and will each use Reasonable Best Efforts to have the California Permit granted as soon as practicable after such filing; provided, however, that nothing herein shall be understood to require either the Company or the Buyer to amend its respective charter documents. None of the information supplied by the Company to the Buyer, the California Commissioner of Corporations or any representative thereof in connection with the California Permit application or any other document prepared to comply with federal or state securities laws shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. None of the information supplied by the Buyer to the Company, the California Commissioner of Corporations or any representative thereof in connection with the California Permit application or any other document prepared to comply with federal or state securities laws shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. The Company shall promptly advise the Buyer, and the Buyer shall promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or the Buyer, as applicable, shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the California Permit application in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law.

California Permit; Registered Offering. In the event that Parent shall determine in its sole discretion that it cannot effect the issuance of any shares of Parent Common Stock as Merger Consideration hereunder in a private placement pursuant to Section 4(2) of the Securities Act, Parent shall 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 (aor any successor section) As promptly as practicable after of the execution Corporations Code of this Agreement, the Buyer shall prepare the necessary documents and apply to obtain State of California (a “California Permit Permit”) so that the issuance of the Buyer Parent Common Shares Stock in the Merger shall be exempt from registration under the Securities Act, by virtue of the exemption from registration contained in Section 3(a)(10) thereof; provided, howeverthen Parent shall prepare, that the Buyer shall use all Reasonable Best Efforts to prepare and file the application to obtain a California Permit within 15 days after the later of (i) execution of this Agreement and (ii) the date on which the Company has furnished to the Buyer materials in conformity with the requirements cooperation and commercially reasonable assistance of such application. The Company shall cooperate withCompany, and provide information toat Parent’s expense, the Buyer in connection with the Buyer's an application for the California PermitPermit (the “Permit Application”), including in form and substance reasonably satisfactory to the Company and its counsel. Parent and the Company shall each use their commercially reasonable efforts to cause the Permit Application to comply with all applicable requirements of federal and state securities laws. Each of Parent and the Company hereby (i) consents to the use of its name and, on behalf of its Subsidiaries and Affiliates, the names of such Disclosure Statement, Subsidiaries and Affiliates and to the inclusion of financial statements and other business information with respect relating to such party and its Subsidiaries and Affiliates (in each case, to the Company extent required by applicable securities laws) in the Permit Application, (ii) agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Buyer providing party or its counsel, are may be required or appropriate for inclusion in the Permit Application, or in any amendments or supplements thereto, and (iii) agrees to be filed therewithuse commercially reasonable 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 and the Buyer will respond promptly to any comments from the California Commissioner of Corporations and will each use Reasonable Best Efforts to have the California Permit granted as soon as practicable after such filing; provided, however, that nothing herein shall be understood to require either the Company or the Buyer to amend its respective charter documents. None of the information supplied by the Company to the Buyer, the California Commissioner of Corporations or any representative thereof in connection with the California Permit application or any other document prepared to comply with federal or state securities laws shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. None of the information supplied by the Buyer to the Company, the California Commissioner of Corporations or any representative thereof in connection with the California Permit application or any other document prepared to comply with federal or state securities laws shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. The Company shall promptly advise the BuyerParent, and the Buyer shall Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or the Buyer, as applicable, Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the California Permit application Application in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law.

California Permit; Registered Offering. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent shall prepare the necessary documents and apply to obtain a California Permit so that the issuance of the Buyer Common Shares Parent Stock in the Merger shall be exempt from registration under the Securities 1933 Act, by virtue of the exemption from registration contained in Section 3(a)(10) thereof; provided, however, that the Buyer Parent shall use all Reasonable Best Efforts reasonable efforts to prepare and file the application to obtain a California Permit within 15 ten days after the later of (i) execution of this Agreement and (ii) the date on which the Company has furnished to the Buyer Parent materials in conformity with the requirements of such application. The Company shall cooperate with, and provide information to, the Buyer Parent in connection with the Buyer's Parent’s application for the California Permit, including such Disclosure StatementProxy Materials, financial statements and other information with respect to the Company as, in the reasonable judgment of the Buyer or its counsel, as are required to be filed therewith. The Company and the Buyer Parent will respond promptly to any comments from the California Commissioner of Corporations and will each use Reasonable Best Efforts all reasonable efforts to have the California Permit granted as soon as practicable after such filing; provided, however, that nothing herein shall be understood to require either the Company or the Buyer to amend its respective charter documents. None of the information supplied by the Company to the BuyerParent, the California Commissioner of Corporations or any representative thereof in connection with the California Permit application or any other document prepared to comply with federal or state securities laws shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. None of the information supplied by the Buyer Parent to the Company, the California Commissioner of Corporations or any representative thereof in connection with the California Permit application or any other document prepared to comply with federal or state securities laws shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. The Company shall promptly advise the Buyer, and the Buyer shall promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or the Buyer, as applicable, shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the California Permit application in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law.

California Permit; Registered Offering. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent shall prepare the necessary documents and apply to obtain a California Permit so that the issuance of the Buyer Parent Common Shares Stock in the Merger shall be exempt from registration under the Securities 1933 Act, by virtue of the exemption from registration contained in Section 3(a)(10) thereof; provided, however, that the Buyer Parent shall use all Reasonable Best Efforts commercially reasonable efforts to prepare and file the application to obtain a California Permit within 15 days after the later of (i) execution of this Agreement and (ii) the date on which the Company has furnished to the Buyer Parent materials in conformity with the requirements of such application. The Company shall cooperate with, and provide information to, the Buyer Parent in connection with the Buyer's Parent’s application for the California Permit, including such Disclosure StatementProxy Materials, financial statements and other information with respect to the Company as, in the reasonable judgment of the Buyer or its counsel, as are required to be filed therewith. The Company and the Buyer Parent will respond promptly to any comments from the California Commissioner of Corporations and will each use Reasonable Best Efforts all commercially reasonable efforts to have the California Permit granted as soon as practicable after such filing; provided, however, that nothing herein shall be understood to require either the Company or the Buyer to amend its respective charter documents. None of the information supplied by the Company to the BuyerParent, the California Commissioner of Corporations or any representative thereof in connection with the California Permit application or any other document prepared to comply with federal or state securities laws shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. None of the information supplied by the Buyer Parent to the Company, the California Commissioner of Corporations or any representative thereof in connection with the California Permit application or any other document prepared to comply with federal or state securities laws shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. The Company shall promptly advise the Buyer, and the Buyer shall promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or the Buyer, as applicable, shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the California Permit application in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law.