Common use of Fairness Hearing and Permit Clause in Contracts

Fairness Hearing and Permit. (a) As promptly as practicable after the execution of this Agreement, at Acquiror's expense, Acquiror shall prepare (i) the notice sent to the stockholders of Target pursuant to, and meeting the requirements of, Article 2 of Subchapter 1 of the California Administrative Code, title 10, Chapter 3, Subchapter 2, as amended (the "Hearing Notice"), concerning the hearing held by the California Commission of Corporations (the "Commissioner") to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended (the "Hearing"), (ii) the application for permit filed with the Commissioner in connection with the Hearing (the "Application") and (iii) the information statement mailed to stockholders of Target in connection with the transactions contemplated hereby (the "Information Statement"). As soon as permitted by the Commissioner, Acquiror shall mail the Hearing Notice to all stockholders of Target, at Acquiror's expense, entitled to receive such notice under Delaware law. Target and Acquiror will notify each other promptly of the receipt of any comments from the Commissioner or its staff and of any request by the Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, Target shall promptly inform Acquiror of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or mailing to stockholders of Target, such amendment or supplement, at Acquiror's expense. The Information Statement shall include the recommendation of the Board of Directors of Target in favor of the Merger Agreement and the Merger and the conclusion of the stockholders of Target. (b) Target shall review each of the Hearing Notice, the Application and the Information Statement (collectively, the "California Documents") so that each shall not, at the time the Hearing Notice is mailed to Stockholders of Target, at the time the Application is filed with the Commissioner and at the time the Information Statement is mailed to stockholders of Target and at all times subsequent thereto (through and including the Effective Time), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event or information should be discovered by Target which should be set forth in an amendment any of the California Documents, Target shall promptly inform Acquiror. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any of the information supplied by Acquiror which is contained in any of the California Documents. (c) In the event the Permit is not issued within 60 days of the filing of the Application with the Commissioner, Acquiror shall, at Acquiror's expense, prepare and file a registration statement (the "Registration Statement") covering the resale of such shares of Acquiror Common Stock issued in connection with the Merger and Acquiror shall use reasonable best efforts to cause such registration statement to become effective as promptly as practicable after filing and to keep such registration statement effective until one (1) year after the Effective Time. Any such registration shall be subject to the normal terms and conditions used in connection with resale prospectuses and Acquiror shall indemnify Target, its stockholders and holders of options to purchase Target Common Stock from any liability arising from such registration. In such event, the term "Information Statement" for purposes of this Agreement shall refer to the Registration Statement.

Fairness Hearing and Permit. (a) As promptly Sequana, with the assistance and cooperation of the NemaPharm, will as soon as practicable after prepare and file with the execution California Commissioner of this AgreementCorporations (the "Commissioner") a permit application with respect to the Merger and the issuance of the shares of Sequana Common Stock in connection therewith (the "Permit Application") and a request for a hearing (the "Hearing"), at Acquiror's expense, Acquiror shall prepare (i) including the notice to be sent to shareholders of NemaPharm concerning the stockholders of Target pursuant to, and meeting the requirements of, Article 2 of Subchapter 1 of the California Administrative Code, title 10, Chapter 3, Subchapter 2, as amended hearing (the "Hearing Notice"), concerning the hearing to be held by the California Commission of Corporations (the "Commissioner") Commissioner to consider the terms, conditions and fairness of the transactions contemplated hereby by this Agreement pursuant to Section Sections 25121 and 25142 of the California Corporate Securities Law of 1968, as amended (the "HearingCalifornia Securities Law"), (ii) respectively and shall use reasonable efforts to obtain the application for permit filed with the Commissioner in connection with the Hearing (the "Application") and (iii) the information statement mailed to stockholders of Target in connection with the transactions contemplated hereby (the "Information Statement")Commissioner's approval thereof. As soon as permitted by the Commissioner, Acquiror Sequana shall mail cause the mailing of the Hearing Notice to all stockholders holders of Target, at Acquiror's expense, capital stock of NemaPharm entitled to receive such notice under Delaware law. Target and Acquiror will notify each other promptly pursuant to the requirements of the receipt rules of any comments from the Commissioner or its staff and of any request by the Commissioner or its staff or any other government officials California Securities Law. NemaPharm shall furnish Sequana with such data and information concerning NemaPharm as is necessary for amendments or supplements to any Sequana's preparation and filing of the documents filed therewith or any other filing or for additional information Permit Application, the Hearing Request and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, Target shall promptly inform Acquiror of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or mailing to stockholders of Target, such amendment or supplement, at Acquiror's expense. The Information Statement shall include the recommendation of the Board of Directors of Target in favor of the Merger Agreement and the Merger and the conclusion of the stockholders of Target. (b) Target shall review each of the Hearing Notice, the Application and the Information Statement (collectively, the "California Documents") so that each shall not, at the time . All documents relating to the Hearing Notice is mailed to Stockholders of Target, at the time the Application is and filed with the Commissioner shall contain all of the material required to be contained therein by the California Securities Law and the rules and regulations thereunder. If such Permit Application is not approved at or following the time Hearing, following the Information Statement is mailed Closing Date Sequana will, promptly after receiving (i) Sequana may defer the filing or effectiveness of the registration statement for up to 60 days from the date of the stockholders' request by written notice to the stockholders stating Sequana's good faith belief that such filing or effectiveness would be detrimental to Sequana; (ii) the selling stockholder(s) shall refrain from selling shares pursuant to the registration statement (A) for 60 days after Sequana's written notice to the selling stockholders that, as the result of Target and at all times subsequent thereto (through and including any event, the Effective Time), contain any prospectus includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at , or (B) during the pendency of any time prior to the Effective Time any event or information should be discovered by Target which should be set forth in an amendment any of the California Documents, Target shall promptly inform Acquiror. Notwithstanding the foregoing, Target makes no representation, warranty or covenant stop order with respect to any of the information supplied by Acquiror which is contained in any of the California Documents.such registration statement; (ciii) In the event selling stockholders will pay all SEC and/or blue sky registration and filing fees, costs of reproducing the Permit is prospectus, broker fees or discounts, their own counsel fees, and reasonable accountant and counsel fees of Sequana, but will not issued within 60 days be responsible for any other fees or expenses of the filing of the Application with the Commissioner, Acquiror shall, at Acquiror's expense, prepare and file a registration statement Sequana; and (the "Registration Statement"iv) covering the resale of such shares of Acquiror Common Stock issued in connection with the Merger and Acquiror Sequana shall use reasonable best efforts not be obligated to cause such registration statement to become effective as promptly as practicable after filing and to keep such registration statement effective until undertake more than one (1) year after the Effective Time. Any such registration shall be subject to the normal terms and conditions used in connection with resale prospectuses and Acquiror shall indemnify Target, its stockholders and holders of options to purchase Target Common Stock from any liability arising from such registration. In such event, at the term "Information Statement" Closing, the parties will execute a registration rights agreement containing the foregoing provisions and customary provisions for purposes indemnification of this Agreement shall refer to the Registration Statementselling stockholders and Sequana.

Fairness Hearing and Permit. Section 3(a)(10) of the 1933 Act. Subject to the provisions of Section 6.9(b) below, the issuance of the shares of Purchaser Common Stock to be issued in the Merger will be qualified by a permit (athe "Permit") As promptly to be issued under Section 25121 of the California Corporate Securities Law of 1968, as practicable amended ("California Law"). Promptly after the execution of this Agreement, at Acquiror's expensethe Company and Purchaser shall prepare, Acquiror shall prepare (i) the notice to be sent to the stockholders shareholders of Target the Company pursuant to, and meeting the requirements of, of Article 2 of Subchapter 1 of the California Administrative Code, title Title 10, Chapter 3, Subchapter 2, as amended (the "Hearing Notice"), concerning the hearing (the "Hearing") to be held by the California Commission of Corporations (the "Commissioner") Commissioner to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended (the "Hearing")amended, (ii) the application for permit the Permit to be filed with the Commissioner in connection with the Hearing (the "Permit Application") and (iii) the information statement to be mailed to stockholders shareholders of Target the Company in connection with the transactions contemplated hereby (the "Information Statement"), and Purchaser shall file with the Commissioner, the Permit Application and a request for the Hearing to be held by the Commissioner to consider the terms, conditions and fairness of the transactions contemplated by this Agreement and the Merger Agreement pursuant to Section 25142 of the California Law. As soon as permitted by the Commissioner, Acquiror the Company shall mail the Hearing Notice to all stockholders shareholders of Target, at Acquiror's expense, the Company entitled to receive such notice under Delaware lawthe California Corporations Code. Target The Company and Acquiror Purchaser will notify each other promptly of the receipt of any comments from the Commissioner or its staff and of any request by the Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, Target each party shall promptly inform Acquiror the other of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or mailing to stockholders shareholders of Targetthe Company, such amendment or supplement, at Acquiror's expense. The Information Statement shall include the recommendation of the Board of Directors of Target the Company in favor of the Merger Agreement and the Merger and the conclusion of the stockholders Company's Board of Target. (b) Target shall review each Directors that the terms and conditions of the Hearing NoticeMerger are fair and reasonable to the Company's shareholders. Anything to the contrary contained herein notwithstanding, the Application and Company shall not include in the Information Statement (collectively, the "California Documents") so that each shall not, at the time the Hearing Notice is mailed to Stockholders of Target, at the time the Application is filed with the Commissioner and at the time the Information Statement is mailed to stockholders of Target and at all times subsequent thereto (through and including the Effective Time), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event or information should be discovered by Target which should be set forth in an amendment any of the California Documents, Target shall promptly inform Acquiror. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any of the information supplied by Acquiror which is contained in any of the California Documents. (c) In the event the Permit is not issued within 60 days of the filing of the Application with the Commissioner, Acquiror shall, at Acquiror's expense, prepare and file a registration statement (the "Registration Statement") covering the resale of such shares of Acquiror Common Stock issued in connection with the Merger and Acquiror shall use reasonable best efforts to cause such registration statement to become effective as promptly as practicable after filing and to keep such registration statement effective until one (1) year after the Effective Time. Any such registration shall be subject to the normal terms and conditions used in connection with resale prospectuses and Acquiror shall indemnify Target, Purchaser or its stockholders and holders of options to purchase Target Common Stock from any liability arising from such registration. In such eventaffiliates or associates, the term "Information Statement" for purposes form and content of this Agreement which information shall refer not have been approved by Purchaser prior to the Registration Statementsuch inclusion.

Fairness Hearing and Permit. (a) As promptly as practicable after the execution of this Agreement, at AcquirorParent's expense, Acquiror shall Parent will prepare (i) the notice to be sent to shareholders of the stockholders of Target Company pursuant to, and meeting the requirements of, Article 2 of Subchapter 1 of the California Administrative Code, title Title 10, Chapter 3, Subchapter 2, as amended (the "Hearing Notice"), concerning the hearing to be held by the California Commission of Corporations (the "Commissioner") Commissioner to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended (the "Hearing"), (ii) the application for permit to be filed with the Commissioner in connection with the Hearing (the "Application") ), and (iii) the information statement to be mailed to stockholders shareholders of Target the Company in connection with the transactions contemplated hereby (the "Information Statement"). Notwithstanding the foregoing, the Company will assist in preparing the Information Statement to be included in the materials to be submitted to the Commissioner and distributed to the Company's shareholders in connection with the Company Shareholder Meeting. As soon as permitted by the Commissioner, Acquiror shall Parent will mail the Hearing Notice to all stockholders shareholders of Targetthe Company, at AcquirorParent's expense, entitled to receive such notice under Delaware lawCalifornia Law. Target Parent and Acquiror the Company will notify each other promptly of the receipt of any comments from the Commissioner or its staff and of any request by the Commissioner or its staff or any other government governmental officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Commissioner, or its staff or any other government governmental officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, Target shall the Company will promptly inform Acquiror Parent of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or or mailing to stockholders the shareholders of Targetthe Company, such amendment or supplement, at AcquirorParent's expense. The Information Statement shall will include the recommendation of the Board of Directors of Target the Company in favor of the Merger this Agreement and the Merger and the conclusion consummation of the stockholders of TargetMerger. (b) Target shall The Company and Parent will each review each of the Hearing Notice, the Application and the Information Statement (collectively, the "California Documents") and advise the other of any changes required so that each shall will not, at the time the Hearing Notice notice is mailed to Stockholders the shareholders of Targetthe Company, at the time the Application is filed with the Commissioner and at the time the Information Statement is mailed to stockholders the shareholders of Target the Company and at all times subsequent thereto (through and including the Effective Time), contain any untrue statement of a material fact pertaining to the Company or Parent, as the case may be, or omit to state any material fact required to be stated therein or necessary in order to make the statements thereincontained therein pertaining to the Company or Parent, as the case may be, in light of the circumstances under which they were made, not misleading. If If, at any time prior to the Effective Time Time, any event or information should be is discovered by Target the Company or Parent which should be set forth in an amendment to any of the California Documents, Target shall promptly the that party will inform Acquiror. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any of the information supplied by Acquiror which is contained in any of the California Documents. (c) In the event the Permit is not issued within 60 days of the filing of the Application with the Commissioner, Acquiror shall, at Acquiror's expense, prepare and file a registration statement (the "Registration Statement") covering the resale other of such shares of Acquiror Common Stock issued in connection with the Merger and Acquiror shall use reasonable best efforts to cause such registration statement to become effective as promptly as practicable after filing and to keep such registration statement effective until one (1) year after the Effective Time. Any such registration shall be subject to the normal terms and conditions used in connection with resale prospectuses and Acquiror shall indemnify Target, its stockholders and holders of options to purchase Target Common Stock from any liability arising from such registration. In such event, the term "Information Statement" for purposes of this Agreement shall refer to the Registration Statementevent or information.