Exemption From Registration; California Permit. Broadcom and the Company intend that the shares of Broadcom Common Stock to be issued pursuant to this Article 1 in connection with the Transactions will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder (the "Securities Act"), by reason of Section 3(a)(10) thereof or, pursuant to Section 5.1(c), by reason of Section 4(2) of the Securities Act. The effect of such issuance is that (i) shares of Broadcom Common Stock issued to persons who are not affiliates of Broadcom or the Company are not subject to restrictions on resale arising under U.S. Securities laws and (ii) shares Broadcom Common Stock issued to persons who are affiliates of Broadcom or the Company may be resold pursuant to Rule 145. Subject to Section 6.1(c), Broadcom and the Company intend that the shares of Broadcom Common Stock to be issued pursuant to this Article 1 in connection with the Transactions will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing"), and (if deemed necessary by Broadcom in its good faith judgment) such Fairness Hearing shall also address the assumption by Broadcom of all unexercised Company Options and Company Special Warrants pursuant to Section 1.7. Each of Broadcom and the Company shall use commercially reasonable efforts (i) to file promptly within ten Business Days after the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities and (if deemed necessary by Broadcom in its good faith judgment) to assume such Company Options and Company Special Warrants required by this Agreement to be assumed by Broadcom (the "California Permit") and (ii) to obtain the California Permit as promptly as practicable thereafter.
Exemption From Registration; California Permit. The shares of Broadcom Common Stock to be issued pursuant to Section 1.6 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities Act"), by reason of Section 3(a)(10)
Exemption From Registration; California Permit. The shares of Parent Common Stock to be issued pursuant to Section 1.6 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by reason of Section 4(2) of the Securities Act. The shares of Parent Common Stock to be issued pursuant to Section 1.6 in connection with the Merger will be exempt or qualified under the California Code.
Exemption From Registration; California Permit. Parent and the Company intend that the Parent securities to be issued pursuant to Section 2.1 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act, by reason of Section 3(a)(10) thereof. Parent and the Company intend that the Parent securities to be issued pursuant to Section 2.1 in connection with the Merger will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held before the Commissioner of Corporations of the State of California pursuant to the authority granted by Section 25142 of such law (the “Fairness Hearing”). Each of Parent and the Company, shall use commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities (the “California Permit”; (ii) to respond to any comments from the California Department of Corporations; and (iii) to obtain the California Permit as promptly as practicable thereafter. As promptly as practical after the date of this Agreement, Parent shall prepare and make such filings as are required under applicable Blue Sky laws relating to the transactions contemplated by this Agreement.
Exemption From Registration; California Permit. The Merger Shares will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by reason of Section 3(a)(10)
Exemption From Registration; California Permit. The shares of Parent Common Stock to be issued pursuant to SECTION 1.6 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act, by reason of Section 3(a)(10) thereof, or pursuant to SECTION 4.1, by reason of Section 4(2) of the Securities Act and SEC rules and regulations promulgated thereunder. Subject to the provisions of SECTION 4.1, the shares of Parent Common Stock to be issued pursuant to SECTION 1.6 in connection with the Merger will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held pursuant to the authority granted by Section 25142 of such law. Parent shall use all requisite commercially reasonable efforts, with the cooperation of Target, (i) to file, as promptly as practicable following the execution and delivery of this Agreement and in any event on or before January 21, 2000, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities (the "CALIFORNIA PERMIT") and (ii) to obtain the California Permit as promptly as practicable and in any event no later than March 10, 2000. If the parties are unable to obtain the California Permit for whatever reason by March 10, 2000, as required by Section 5.1(c), Source Media shall be entitled to receive for each Target Unit then held by Source Media an amount of cash equal to $15 million divided by the number of Target Units then held by Source Media (plus any cash for each such Target Unit payable pursuant to Section 1.5(a) hereof), and the number of shares of Parent Common Stock to which Source Media shall be entitled to receive pursuant to Section 1.5 shall be reduced by the number of shares by which the Maximum Share Number is reduced, PROVIDED, HOWEVER, that if the cash payable pursuant to this Section 1.8 is reduced in accordance with SECTION 1.10, the number of shares of Parent Common Stock to which Source Media shall be entitled to receive shall be increased by the increase in the Maximum Share Number determined in accordance with SECTION 1.10.
Exemption From Registration; California Permit. Subject to the provisions of Section 4.3, the parties intend that the Closing Shares, Contingent Shares, and Net Sales Earnout Shares will be issued or are issuable, as applicable, in a transaction exempt from registration under the Securities Act by reason of Section 3(a)(10) thereof. Subject to the provisions of Section 4.3, the parties intend that the Closing Shares, Contingent Shares, and Net Sales Earnout Shares will be qualified under the California Corporations Code pursuant to Section 25121 thereof after a fairness hearing has been held pursuant to the authority granted by Section 25142 of the California Code (the “Fairness Hearing”). Parent, with and subject to the cooperation of the Company, shall use commercially reasonable efforts (i) to file promptly (and, to the extent reasonably practicable, within fifteen (15) Business Days) following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities (the “California Permit”) and (ii) to obtain the California Permit promptly thereafter.
Exemption From Registration; California Permit. ASM and NuTool intend that the ordinary shares of ASM to be issued pursuant to Section 2.4 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act, by reason of Section 3(a)(10) thereof. Subject to the provisions of Section 3.10(c) hereof, ASM and NuTool intend that the ordinary shares of ASM to be issued pursuant to Section 2.4 hereof in connection with the Merger will be qualified under the California Corporations Code, pursuant to Section 25121 thereof, after a fairness hearing has been held pursuant to the authority granted by Section 25142 of such law (the “Fairness Hearing”). Each of ASM and NuTool shall use commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement an application (the “Permit Application”) for issuance of a permit pursuant to Section 25121 of the California Corporations Code to issue such securities required by this Agreement to be assumed by ASM (the “California Permit”) and (ii) to obtain the California Permit as promptly as practicable thereafter.
Exemption From Registration; California Permit. The Parent, the Company and ITD intend that the shares of Parent Common Stock to be issued pursuant to Section 1.5 or upon exercise of Parent Options and New Warrants granted pursuant to Section 1.8, in each case in connection with the Mergers will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), by reason of section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated by the SEC thereunder. Subject to the provisions of Section 4.15, the shares of Parent Common Stock to be issued pursuant to Section 1.5 in connection with the GF Merger will be qualified by permit under the California Corporations Code, pursuant to Section 25121 thereof. The Parent shall use Reasonable Best Efforts, with the cooperation of the Company, (i) to file, as promptly as practicable following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Corporations Code to issue such securities (the "California Permit") and (ii) to obtain the California Permit as promptly as practicable.
Exemption From Registration; California Permit. Parent and the Company intend that the Parent securities to be issued pursuant to Section 1.7 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act, by reason of Section 3(a)(10) thereof. Parent and the Company intend that the Parent securities to be issued pursuant to Section 1.7 in connection with the Merger will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held pursuant to the authority granted by Section 25142 of such law (the “Fairness Hearing”). Each of Parent and the Company shall use commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities (the “California Permit”), and (ii) to obtain the California Permit as promptly as practicable thereafter.
