COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The U.K. Stockholder shall furnish or cause to be furnished to Healthworld and the Underwriters all of the information concerning the Company and the U.K. Stockholder required for inclusion in, and will cooperate with Healthworld and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The U.K. Stockholder agrees promptly to advise Healthworld 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 U.K. Stockholder becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. The U.K. Stockholder represents and warrants 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 in which they were made, not misleading; provided, however, that the U.K. Stockholder shall not have responsibility for any such inclusions or omissions to the extent they relate to the U.S. Companies and do not relate to the Company. Healthworld Agreement and Plan of Organization/Bourne -------------------------------------------------------------------------------- 8 Conditions Precedent to Obligations of the U.K. Stockholder. The obligations of the U.K. Stockholder with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Healthworld Corp)
COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The U.K. Stockholder shall furnish or cause to be furnished to Healthworld and the Underwriters all of the information concerning the Company Companies and the U.K. Stockholder required for inclusion in, and will cooperate with Healthworld and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The U.K. Stockholder agrees promptly to advise Healthworld 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 Companies or the U.K. Stockholder becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. The U.K. Stockholder represents and warrants 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 in which they were made, not misleading; provided, however, that the U.K. Stockholder shall not have responsibility for any such inclusions or omissions to the extent they relate to the U.S. Companies and do not relate to the CompanyU.K. Companies. Healthworld Agreement and Plan of Organization/Bourne -------------------------------------------------------------------------------- 8 Conditions Precedent to Obligations of the U.K. Stockholder. The obligations of the U.K. Stockholder with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Healthworld Corp)
COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The U.K. Stockholder shall furnish or cause to be furnished to Healthworld and the Underwriters all of the information concerning the Company and the U.K. Stockholder required for inclusion in, and will cooperate with Healthworld and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The U.K. Stockholder agrees promptly to advise Healthworld 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 U.K. Stockholder becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. The U.K. Stockholder represents and warrants 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 in which they were made, not misleading; provided, however, that the U.K. Stockholder shall not have responsibility for any such inclusions or omissions to the extent they relate to the U.S. Companies and do not relate to the Company. Healthworld Agreement and Plan of Organization/Bourne -------------------------------------------------------------------------------- 8 Conditions Precedent to Obligations of the U.K. Stockholder. The obligations of the U.K. Stockholder with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Healthworld Corp)
COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The U.K. Stockholder shall furnish or cause to be furnished to Healthworld and the Underwriters all of the information concerning the Company and the U.K. Stockholder required for inclusion in, and will cooperate with Healthworld and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The U.K. Stockholder agrees promptly to advise Healthworld 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 U.K. Stockholder becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. The U.K. Stockholder represents and warrants 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 in which they were made, not misleading; provided, however, that the U.K. Stockholder shall not have responsibility for any such inclusions or omissions to the extent they relate to the U.S. Companies and do not relate to the Company. Healthworld Agreement and Plan of Organization/Bourne Moreton -------------------------------------------------------------------------------- 8 Conditions Precedent to Obligations of the U.K. Stockholder. The obligations of the U.K. Stockholder with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Healthworld Corp)
COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The U.K. Stockholder shall furnish or cause to be furnished to Healthworld and the Underwriters all of the information concerning the Company Companies and the U.K. Stockholder required for inclusion in, and will cooperate with Healthworld and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The U.K. Stockholder agrees promptly to advise Healthworld 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 Companies or the U.K. Stockholder becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. The U.K. Stockholder represents and warrants 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 in which they were made, not misleading; provided, however, that the U.K. Stockholder shall not have responsibility for any such inclusions or omissions to the extent they relate to the U.S. Companies and do not relate to the CompanyU.K. Companies. Healthworld Agreement and Plan of Organization/Bourne -------------------------------------------------------------------------------- 8 Conditions Precedent to Obligations of the U.K. Stockholder. The obligations of the U.K. Stockholder with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions.
8.1 Representations and Warranties;
Appears in 1 contract
Samples: Agreement and Plan of Organization (Healthworld Corp)