Common use of Certain Filings; Cooperation in Receipt of Consents Clause in Contracts

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly after the date hereof, Acquiror and the Company shall prepare and Acquiror shall file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included as Acquiror's prospectus. Each of the Company and Acquiror shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Acquiror shall mail the Proxy Statement/Prospectus to their respective Stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Acquiror shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of Acquiror Shares in the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Triad Hospitals Holdings Inc), Agreement and Plan of Merger (Quorum Health Group Inc)

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Certain Filings; Cooperation in Receipt of Consents. (a) Promptly As promptly as practicable after the date hereof, Acquiror and the Company and FNIS shall jointly prepare and Acquiror shall file with the SEC Proxy Statement/Prospectus and the Registration Statement, in which the Proxy Statement/Prospectus will be included as Acquiror's prospectusincluded. Each of the Company and Acquiror FNIS shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the such filing and to keep the Registration Statement effective as long as is necessary to consummate the First Merger. Each of the The Company and Acquiror shall mail the Proxy Statement/Prospectus to their respective Stockholders its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, material and, if required in connection therewith, resolicit proxies. Acquiror FNIS shall also take any action (except to qualify to do business or to file a general consent to service of process) required to be taken under any applicable state securities or "blue sky sky" laws in connection with the issuance of Acquiror FNIS Common Shares in the First Merger, and the Company shall use its reasonable best efforts to furnish all information concerning its directors, officers, shareholders and business as may be reasonably requested by FNIS in connection with any such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Factual Data Corp)

Certain Filings; Cooperation in Receipt of Consents. (a) Promptly after the date hereof, Acquiror and the Company shall prepare and Acquiror shall file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included as Acquiror's prospectus. Each of the Company and Acquiror shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Acquiror shall mail the Proxy Statement/Prospectus to their respective Stockholders shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Acquiror shall also take any action required to be taken under any applicable state securities or blue sky laws in connection with the issuance of Acquiror Shares in the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Consolidated Papers Inc)

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Certain Filings; Cooperation in Receipt of Consents. (a) Promptly As promptly as practicable after the date hereof, Acquiror Fidelity and the Company shall prepare and Acquiror shall file with the SEC the Joint Proxy Statement/Prospectus and, as soon as practicable following the period of any review thereof by the SEC staff, Fidelity shall prepare and file the Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as Acquiror's prospectusincluded. Each of the Company and Acquiror Fidelity shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Acquiror Fidelity shall mail the Joint Proxy Statement/Prospectus to their respective Stockholders its stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Joint Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, material and, if required in connection therewith, resolicit proxies. Acquiror Fidelity shall also take any action (except to qualify to do business or to file a general consent to service of process) required to be taken under any applicable state securities or "blue sky sky" laws in connection with the issuance of Acquiror Fidelity Common Shares in the Merger, and the Company shall use its reasonable best efforts to furnish all information concerning its directors, officers, stockholders and business as may be reasonably requested by Fidelity in connection with any such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)

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