Common use of COOPERATION IN PREPARATION OF REGISTRATION STATEMENT Clause in Contracts

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The Company and Stockholders shall furnish or cause to be furnished to TCI and the Underwriters all of the information concerning the Company and the Stockholders reasonably requested by TCI or the Underwriters for inclusion in, and will cooperate with TCI and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements of the Company, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The Company and the Stockholders agree promptly to advise TCI if at any time during the period in which a prospectus relating to the IPO is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the Company or the Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. Insofar as the information relates solely to the Company or the Stockholders, the Company represents and warrants as to such information with respect to itself, and each Stockholder represents and warrants, as to such information with respect to the Company and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Appears in 20 contracts

Samples: Merger Agreement (Transportation Components Inc), Merger Agreement (Transportation Components Inc), Merger Agreement (Transportation Components Inc)

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COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The Company and Stockholders shall furnish or cause to be furnished to TCI LandCARE and the Underwriters all of the information concerning the Company and the Stockholders reasonably requested by TCI LandCARE or the Underwriters for inclusion in, and will cooperate with TCI LandCARE and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements of the Company, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The Company and the Stockholders agree promptly to advise TCI LandCARE if at any time during the period in which a prospectus relating to the IPO is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the Company or the Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. Insofar as the information relates solely to the Company or the Stockholders, the Company represents and warrants as to such information with respect to itself, and each Stockholder represents and warrants, as to such information with respect to the Company and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Appears in 7 contracts

Samples: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc), Agreement and Plan of Organization (Landcare Usa Inc)

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COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The Company and the Stockholders shall furnish or cause to be furnished to TCI the Parent and the Underwriters its underwriters all of the information concerning the Company and the Stockholders reasonably requested by TCI or the Underwriters Parent and its underwriters for inclusion in, and will cooperate with TCI the Parent and the Underwriters its underwriters in the preparation of, the any Registration Statement required by the Securities and the Exchange Commission and any prospectus included therein (including audited and unaudited financial statements of the Companystatements, prepared in accordance with generally accepted accounting principlesGAAP, and in form otherwise reasonably requested by the Parent and its underwriters as suitable for inclusion in the Registration Statement). The Company and the Stockholders agree to promptly to advise TCI the Parent if at any time during the period in which a prospectus relating to the IPO is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the Company or the Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. Insofar as the information requested relates solely to the Company or the Stockholders, each of the Company and the Stockholders jointly and severally represents and warrants as to such information with respect to itself, and each Stockholder represents and warrants, as to such information with respect to the Company and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading.

Appears in 3 contracts

Samples: Merger Agreement (Bizness Online Com), Merger Agreement (Bizness Online Com), Agreement and Plan of Merger and Reorganization (Bizness Online Com)

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