Fairness Hearing. (a) As soon as practicable after the execution of this Agreement, and in any event within ten (10) days hereof, (i) Holdings and Parent shall prepare, with the cooperation of the Vianeta, the application for permit (the "Permit Application") in connection with the Hearing (as defined below) and the notice sent to the Vianeta security holders 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 (the "Hearing") held by the California Commissioner to consider the terms and conditions of this Agreement and the Merger and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder ("California Securities Law"), and (ii) Vianeta shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Vianeta, Holdings and Parent shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of Vianeta, Holdings and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Permit Application, the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of common stock of Holdings to be received by the Vianeta securityholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Vianeta, Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner of Corporations (the "California Commissioner") or its staff and/or any other government officials. Anything to the contrary contained herein notwithstanding, Vianeta shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion; provided, however, that Parent shall not withhold approval of any information required to be included by federal or state law or the California Commissioner. (b) Each of Holdings, Parent and Vianeta shall use its reasonable best efforts (i) to cause to be filed with the California Commissioner, as soon as practicable following the execution of this Agreement, and in any event within ten (10) days hereof, the Permit Application and the Hearing Notice, (ii) to respond to any additional requests by or questions from the California Commissioner and make such changes as reasonably requested by the California Commissioner, and (iii) to obtain, as soon as practicable following the execution of this Agreement, the permit approving the fairness of this Agreement and the Merger pursuant to Section 25121 of California Securities Law such that the issuance of the common stock of Holdings in connection with the Merger shall be exempt pursuant to Section 3(a)(10) of the Securities Act from the registration requirements of Section 5 of the Securities Act (the "Permit"). (c) As soon as permitted by the California Commissioner, Vianeta shall deliver by personal delivery or reputable overnight courier the Hearing Notice to all Vianeta securityholders entitled to receive such notice under California Securities Law. Vianeta, Holdings and Parent shall notify each other promptly of the receipt of any comments from the California Commissioner or its staff and of any request by the California 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 shall provide each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the California Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. If the California Commissioner issues the Permit, then as soon as practicable thereafter Vianeta shall deliver by personal delivery or reputable overnight courier the Information Statement to all Vianeta securityholders. Except for the delivery of the Information Statement in accordance with the terms hereof, Vianeta shall not, directly or indirectly, solicit the vote of any holder of Vianeta capital stock in connection with the Merger in violation of any applicable federal or state securities laws. (d) The information relating to Vianeta, Holdings and Parent included in the Hearing Notice, the Permit Application and the Information Statement shall not, at the time the Hearing Notice is delivered to Vianeta securityholders, at the time the Information Statement is delivered to Vianeta securityholders, 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. Vianeta shall promptly advise Holdings and Parent, and Holdings and Parent shall promptly advise Vianeta, in writing, if at any time prior to the Effective Time any of Vianeta, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Hearing Notice, the Permit Application, and/or the Information Statement, in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Vianeta Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner or its staff and/or any other government officials. (e) If Parent and Vianeta determine in writing that the Permit cannot be obtained, or cannot reasonably be expected to be obtained, in time to permit the Closing to occur on or before February 28, 2006, or if the California Commissioner notifies Holdings, Parent or Vianeta of the California Commissioner's determination not to grant the Hearing, not to permit the mailing of the Notice of Hearing and/or not to issue the Permit, then each of Holdings, Parent and Vianeta shall use its reasonable best efforts to cause the issuance of the shares of common stock of Holdings to be issued in the Merger pursuant to an exemption under Regulation D promulgated under the Securities Act. (f) Holdings and Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the common stock of Holdings in connection with the Merger. Vianeta shall use its reasonable best efforts to assist Holdings and Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of common stock of Holdings in connection with the Merger.
Appears in 1 contract
Fairness Hearing. (a) 8.3.1 As soon promptly as practicable after the execution of this Agreement, CVB and in any event within ten (10) days hereofGranite shall prepare, and CVB shall file with the Corporations Commissioner; (i) Holdings and Parent shall prepare, with the cooperation of the Vianeta, the application for permit (the "Permit Application") in connection with the Hearing (as defined below) and the notice sent to the Vianeta security holders pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative CodeCode of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the "“Hearing Notice"”), concerning the hearing (the "Hearing") to be held by the California Corporations Commissioner to consider the terms terms, conditions and conditions of this Agreement and the Merger and the fairness of such terms and conditions the transactions contemplated hereby pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and CSL (the rules promulgated thereunder ("California Securities Law"“Hearing”), ; and (ii) Vianeta shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Vianeta, Holdings and Parent shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of Vianeta, Holdings and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate application for inclusion in the Permit Application, the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of common stock of Holdings to be received by the Vianeta securityholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Vianeta, Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner of Corporations (the "California Commissioner") or its staff and/or any other government officials. Anything to the contrary contained herein notwithstanding, Vianeta shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion; provided, however, that Parent shall not withhold approval of any information required to be included by federal or state law or the California Commissioner.
(b) Each of Holdings, Parent and Vianeta shall use its reasonable best efforts (i) to cause permit to be filed with the California Commissioner, as soon as practicable following the execution of this Agreement, and in any event within ten (10) days hereof, the Permit Application and the Hearing Notice, (ii) to respond to any additional requests by or questions from the California Corporations Commissioner and make such changes as reasonably requested by the California Commissioner, and (iii) to obtain, as soon as practicable following the execution of this Agreement, the permit approving the fairness of this Agreement and the Merger pursuant to Section 25121 of California Securities Law such that the issuance of the common stock of Holdings in connection with the Merger shall be exempt pursuant to Section 3(a)(10) of the Securities Act from the registration requirements of Section 5 of the Securities Act Hearing (the "Permit"“Permit Application”).
(c) . As soon as permitted by the California Corporations Commissioner, Vianeta Granite shall deliver by personal delivery or reputable overnight courier mail the Hearing Notice to all Vianeta securityholders Granite Shareholders entitled to receive such notice under California Securities Lawnotice. Vianeta, Holdings CVB and Parent shall Granite will notify each other promptly of the receipt of any comments from the California Corporations Commissioner or its staff and of any request by the California Corporations 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 shall provide will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the California Corporations Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. If the California Commissioner issues the Permit, then as soon as practicable thereafter Vianeta shall deliver by personal delivery or reputable overnight courier the Information Statement to all Vianeta securityholders. Except for the delivery of the Information Statement in accordance with the terms hereof, Vianeta shall not, directly or indirectly, solicit the vote of Whenever any holder of Vianeta capital stock in connection with the Merger in violation of any applicable federal or state securities laws.
(d) The information relating to Vianeta, Holdings and Parent included in the Hearing Notice, the Permit Application and the Information Statement shall not, at the time the Hearing Notice event occurs that is delivered to Vianeta securityholders, at the time the Information Statement is delivered to Vianeta securityholders, 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 set forth in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Vianeta shall promptly advise Holdings and Parent, and Holdings and Parent shall promptly advise Vianeta, in writing, if at any time prior to the Effective Time any of Vianeta, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Hearing Notice, the Permit Application, and/or the Information Statement, in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Vianeta Holdings and Parent shall cooperate in delivering any such an amendment or supplement to all Vianeta securityholders and/or the Proxy Statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing any such amendment or supplement with the California Corporations Commissioner or its staff and/or or any other government officials, and/or mailing to the Granite Shareholders, such amendment or supplement. The Proxy Statement shall include the recommendation of the Board of Directors of Granite in favor of the Agreement and the Merger and the conclusion of the Board of Directors of Granite that the terms and conditions of the Merger are fair and reasonable to the Granite Shareholders.
(e) If Parent 8.3.2 Granite hereby confirms that it has evaluated the fairness of the terms and Vianeta determine in writing that conditions of the Permit cantransactions contemplated herein, including, but not be obtained, or cannot reasonably be expected limited to the consideration to be obtained, in time received by the Granite Shareholders following consummation of such transactions and agrees not to permit object at the Closing Hearing to occur on or before February 28, 2006, or if the California Commissioner notifies Holdings, Parent or Vianeta fairness of such terms and conditions of the California Commissioner's determination not to grant the Hearing, not to permit the mailing of the Notice of Hearing and/or not to issue the Permit, then each of Holdings, Parent and Vianeta shall use its reasonable best efforts to cause the issuance of the shares of common stock of Holdings to be issued in the Merger pursuant to an exemption under Regulation D promulgated under the Securities Acttransactions contemplated herein.
(f) Holdings and Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the common stock of Holdings in connection with the Merger. Vianeta shall use its reasonable best efforts to assist Holdings and Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of common stock of Holdings in connection with the Merger.
Appears in 1 contract
Fairness Hearing. (a) As soon as practicable after Prior to the execution Closing, upon the terms and subject to the conditions of this Agreement, Parent and in the Company agree to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable (subject to any event within ten (10applicable laws) days hereofto consummate and make effective the Merger as promptly as practicable including, but not limited to (i) Holdings the prompt preparation and Parent shall prepare, filing with the cooperation Commissioner of the Vianetadocuments required by the CCC including, the application for permit (the "but not limited to, any required Permit Application, request for a hearing ("Hearing Request") in connection with the Hearing or notice of a hearing (as defined below) and the notice sent to the Vianeta security holders 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 (the "Hearing") held by the California Commissioner to consider the terms and conditions of this Agreement and the Merger and the fairness of such terms and conditions pursuant to Section Sections 25121 and 25142 of the California Corporate Securities Law of 1968CCC (collectively, as amended, and the rules promulgated thereunder ("California Securities LawNotice Materials"), and (ii) Vianeta shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Vianeta, Holdings and Parent shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of Vianeta, Holdings and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Permit Application, the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of common stock of Holdings to be received by the Vianeta securityholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Vianeta, Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner of Corporations (the "California Commissioner") or its staff and/or any other government officials. Anything to the contrary contained herein notwithstanding, Vianeta shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion; provided, however, that Parent shall not withhold approval of any information required to be included by federal or state law or the California Commissioner.
(b) Each of Holdings, Parent and Vianeta shall use its reasonable best efforts (i) to cause to be filed with the California Commissioner, as soon as practicable following the execution of this Agreement, and in any event within ten (10) days hereof, the Permit Application and the Hearing Notice, (ii) to respond to any additional requests by or questions from the California Commissioner and make such changes as reasonably requested by the California Commissioner, and (iii) to obtain, as soon as practicable following the execution of this Agreement, the permit approving the fairness of this Agreement and the Merger pursuant to Section 25121 of California Securities Law such that the issuance of the common stock of Holdings in connection with the Merger shall be exempt pursuant and the issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act from and the registration requirements preparation and filing of Section 5 all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the Securities Act other parties' conditions to Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CCC as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "PermitInformation Statement")) along with the Notice Materials, as may be required by California Law, at the earliest practicable date to submit this Agreement, the Merger, and the transactions contemplated hereby, to the Shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Company.
(b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications.
(c) As soon as permitted by the California Commissioner, Vianeta shall deliver by personal delivery or reputable overnight courier the Hearing Notice to all Vianeta securityholders entitled to receive such notice under California Securities Law. Vianeta, Holdings Each of Company and Parent shall notify each (i) give the other promptly party prompt notice of the receipt commencement of any comments from the California Commissioner material legal proceeding by or its staff and of before any request by the California Commissioner court 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 shall provide each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the California Commissioner, or its staff or any other government officials, on the other hand, governmental body with respect to the filing. If the California Commissioner issues the Permit, then as soon as practicable thereafter Vianeta shall deliver by personal delivery Merger or reputable overnight courier the Information Statement to all Vianeta securityholders. Except for the delivery any of the Information Statement in accordance with other transactions contemplated by this Agreement and (ii) keep the terms hereof, Vianeta shall not, directly or indirectly, solicit other party generally informed as to the vote status of any holder of Vianeta capital stock in connection with the Merger in violation of any applicable federal or state securities lawssuch legal proceeding.
(d) The information relating Notwithstanding the foregoing, nothing in this Agreement shall be deemed to Vianeta, Holdings and require Parent included in or the Hearing Notice, the Permit Application and the Information Statement shall not, at the time the Hearing Notice is delivered Company to Vianeta securityholders, at the time the Information Statement is delivered to Vianeta securityholders, and at all times subsequent thereto (through and including the Effective Time), contain commence any untrue statement of a material fact or omit to state litigation against any material fact required to be stated therein or necessary Person in order to make facilitate the statements therein, in light consummation of the circumstances under which they were made, not misleading. Vianeta shall promptly advise Holdings and Parent, and Holdings and Parent shall promptly advise Vianeta, in writing, if at any time prior to the Effective Time any of Vianeta, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Hearing Notice, the Permit Application, and/or the Information Statement, in order to make the statements contained or incorporated by reference therein not misleading Merger or to comply with applicable law. Vianeta Holdings and Parent shall cooperate in delivering defend against any such amendment litigation brought by any third party or supplement Governmental Entity seeking to all Vianeta securityholders and/or filing any such amendment or supplement with prevent the California Commissioner or its staff and/or any other government officials.
(e) If Parent and Vianeta determine in writing that the Permit cannot be obtained, or cannot reasonably be expected to be obtained, in time to permit the Closing to occur on or before February 28, 2006, or if the California Commissioner notifies Holdings, Parent or Vianeta consummation of the California Commissioner's determination not to grant the Hearing, not to permit the mailing of the Notice of Hearing and/or not to issue the Permit, then each of Holdings, Parent and Vianeta shall use its reasonable best efforts to cause the issuance of the shares of common stock of Holdings to be issued in the Merger pursuant to an exemption under Regulation D promulgated under the Securities Act.
(f) Holdings and Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the common stock of Holdings in connection with the Merger. Vianeta shall use its reasonable best efforts to assist Holdings and Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of common stock of Holdings in connection with the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (National Information Consortium)
Fairness Hearing. (a) As soon as practicable after Prior to the execution Closing, upon the terms and subject to the conditions of this Agreement, and in any event within ten (10) days hereof, (i) Holdings and Parent shall prepare, with the cooperation of the Vianeta, the application for permit (the "Permit Application") in connection with the Hearing (as defined below) and the notice sent Company agree to the Vianeta security holders 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 (the "Hearing") held by the California Commissioner to consider the terms and conditions of this Agreement and the Merger and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder ("California Securities Law"), and (ii) Vianeta shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Vianeta, Holdings and Parent shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective the Permit Merger as promptly as practicable including, but not limited to (i) the prompt preparation and filing with the Commissioner of the documents required by the CSL including, but not limited to, any required Application, the Hearing Notice and the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of Vianeta, Holdings and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate request for inclusion in the Permit Application, the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of common stock of Holdings to be received by the Vianeta securityholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Vianeta, Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner of Corporations hearing (the "California CommissionerHEARING REQUEST") or its staff and/or any other government officials. Anything notice of a hearing ("HEARING NOTICE") pursuant to Sections 25121 and 25142 of the contrary contained herein notwithstanding, Vianeta shall not include in the Information Statement any information with respect to Parent or its affiliates or associatesCSL (collectively, the form and content of which information shall not have been approved by Parent prior to such inclusion; provided"NOTICE MATERIALS"), however, that Parent shall not withhold approval of any information required to be included by federal or state law or the California Commissioner.
(b) Each of Holdings, Parent and Vianeta shall use its reasonable best efforts (i) to cause to be filed with the California Commissioner, as soon as practicable following the execution of this Agreement, and in any event within ten (10) days hereof, the Permit Application and the Hearing Notice, (ii) to respond to any additional requests by or questions from the California Commissioner and make such changes as reasonably requested by the California Commissioner, and (iii) to obtain, as soon as practicable following the execution of this Agreement, the permit approving the fairness of this Agreement and the Merger pursuant to Section 25121 of California Securities Law such that the issuance of the common stock of Holdings in connection with the Merger shall be exempt pursuant and the issuance of Parent Common Stock, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act from and the registration requirements preparation and filing of Section 5 all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the Securities Act other parties' conditions to Closing. Each of Parent and the Company shall use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the CSL as promptly as practicable after such filing. In addition, Parent and the Company will prepare, and the Company will distribute, an information statement or proxy statement (the "PermitINFORMATION STATEMENT")) along with the Notice Materials, as may be required by California Law, at the earliest practicable date to submit this Agreement, the Merger, and the transactions contemplated hereby, to the Company shareholders. Each of the Parent and the Company will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of applicable state and federal securities laws. Each of Parent and the Company shall be solely responsible for any statement, information, or omission, in the Notice Materials relating to it or its affiliates based upon the written information furnished by it or its representatives. Notwithstanding the foregoing, or any other covenant herein contained, Parent shall not be required to divest or hold separate or otherwise take or commit to take any action that limits Parent's freedom of action with respect to, or its ability to retain, the Company or any material portions thereof or any of the businesses, product lines, properties or assets of the Company.
(b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Merger. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall promptly notify the other and endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the Merger, the Company shall use reasonable best efforts to effect such transfers, amendments or modifications.
(c) As soon as permitted by the California Commissioner, Vianeta shall deliver by personal delivery or reputable overnight courier the Hearing Notice to all Vianeta securityholders entitled to receive such notice under California Securities Law. Vianeta, Holdings Each of Company and Parent shall notify each (i) give the other promptly party prompt notice of the receipt commencement of any comments from the California Commissioner material legal proceeding by or its staff and of before any request by the California Commissioner court 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 shall provide each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the California Commissioner, or its staff or any other government officials, on the other hand, governmental body with respect to the filing. If the California Commissioner issues the Permit, then as soon as practicable thereafter Vianeta shall deliver by personal delivery Merger or reputable overnight courier the Information Statement to all Vianeta securityholders. Except for the delivery any of the Information Statement in accordance with other transactions contemplated by this Agreement and (ii) keep the terms hereof, Vianeta shall not, directly or indirectly, solicit other party generally informed as to the vote status of any holder of Vianeta capital stock in connection with the Merger in violation of any applicable federal or state securities lawssuch legal proceeding.
(d) The information relating Notwithstanding the foregoing, nothing in this Agreement shall be deemed to Vianeta, Holdings and require Parent included in or the Hearing Notice, the Permit Application and the Information Statement shall not, at the time the Hearing Notice is delivered Company to Vianeta securityholders, at the time the Information Statement is delivered to Vianeta securityholders, and at all times subsequent thereto (through and including the Effective Time), contain commence any untrue statement of a material fact or omit to state litigation against any material fact required to be stated therein or necessary Person in order to make facilitate the statements therein, in light consummation of the circumstances under which they were made, not misleading. Vianeta shall promptly advise Holdings and Parent, and Holdings and Parent shall promptly advise Vianeta, in writing, if at any time prior to the Effective Time any of Vianeta, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Hearing Notice, the Permit Application, and/or the Information Statement, in order to make the statements contained or incorporated by reference therein not misleading Merger or to comply with applicable law. Vianeta Holdings and Parent shall cooperate in delivering defend against any such amendment litigation brought by any third party or supplement Governmental Entity seeking to all Vianeta securityholders and/or filing any such amendment or supplement with prevent the California Commissioner or its staff and/or any other government officials.
(e) If Parent and Vianeta determine in writing that the Permit cannot be obtained, or cannot reasonably be expected to be obtained, in time to permit the Closing to occur on or before February 28, 2006, or if the California Commissioner notifies Holdings, Parent or Vianeta consummation of the California Commissioner's determination not to grant the Hearing, not to permit the mailing of the Notice of Hearing and/or not to issue the Permit, then each of Holdings, Parent and Vianeta shall use its reasonable best efforts to cause the issuance of the shares of common stock of Holdings to be issued in the Merger pursuant to an exemption under Regulation D promulgated under the Securities Act.
(f) Holdings and Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the common stock of Holdings in connection with the Merger. Vianeta shall use its reasonable best efforts to assist Holdings and Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of common stock of Holdings in connection with the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (National Information Consortium)
Fairness Hearing. (a) As soon promptly as practicable after the execution of this Agreement, ABD and in any event within ten (10) days hereofGBB shall prepare, and GBB shall file with the Commissioner of Corporations, (i) Holdings and Parent shall prepare, with the cooperation of the Vianeta, the application for permit (the "Permit Application") in connection with the Hearing (as defined below) and the notice sent to the Vianeta security holders pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative CodeCode of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the "Hearing Notice"), concerning the hearing (the "Hearing") to be held by the California Commissioner of Corporations to consider the terms terms, conditions and conditions of this Agreement and the Merger and the fairness of such terms and conditions the transactions contemplated hereby pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and CSL (the rules promulgated thereunder ("California Securities LawHearing"), and ; (ii) Vianeta shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Vianeta, Holdings and Parent shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of Vianeta, Holdings and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate application for inclusion in the Permit Application, the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of common stock of Holdings to be received by the Vianeta securityholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Vianeta, Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner of Corporations (the "California Commissioner") or its staff and/or any other government officials. Anything to the contrary contained herein notwithstanding, Vianeta shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion; provided, however, that Parent shall not withhold approval of any information required to be included by federal or state law or the California Commissioner.
(b) Each of Holdings, Parent and Vianeta shall use its reasonable best efforts (i) to cause permit to be filed with the California Commissioner, as soon as practicable following the execution Commissioner of this Agreement, and in any event within ten (10) days hereof, the Permit Application and the Hearing Notice, (ii) to respond to any additional requests by or questions from the California Commissioner and make such changes as reasonably requested by the California Commissioner, and (iii) to obtain, as soon as practicable following the execution of this Agreement, the permit approving the fairness of this Agreement and the Merger pursuant to Section 25121 of California Securities Law such that the issuance of the common stock of Holdings Corporations in connection with the Merger shall be exempt pursuant to Section 3(a)(10) of the Securities Act from the registration requirements of Section 5 of the Securities Act Hearing (the "PermitPermit Application").
(c) . As soon as permitted by the California CommissionerCommissioner of Corporations, Vianeta ABD shall deliver by personal delivery or reputable overnight courier mail the Hearing Notice to all Vianeta securityholders ABD Shareholders entitled to receive such notice under California Securities Lawnotice. Vianeta, Holdings ABD and Parent shall GBB will notify each other promptly of the receipt of any comments from the California Commissioner of Corporations or its staff and of any request by the California Commissioner of Corporations 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 shall provide will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the California CommissionerCommissioner of Corporations, or its staff or any other government officials, on the other hand, with respect to the filing. If the California Commissioner issues the Permit, then as soon as practicable thereafter Vianeta shall deliver by personal delivery or reputable overnight courier the Information Statement to all Vianeta securityholders. Except for the delivery of the Information Statement in accordance with the terms hereof, Vianeta shall not, directly or indirectly, solicit the vote of Whenever any holder of Vianeta capital stock in connection with the Merger in violation of any applicable federal or state securities laws.
(d) The information relating to Vianeta, Holdings and Parent included in the Hearing Notice, the Permit Application and the Information Statement shall not, at the time the Hearing Notice event occurs that is delivered to Vianeta securityholders, at the time the Information Statement is delivered to Vianeta securityholders, 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 set forth in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Vianeta shall promptly advise Holdings and Parent, and Holdings and Parent shall promptly advise Vianeta, in writing, if at any time prior to the Effective Time any of Vianeta, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Hearing Notice, the Permit Application, and/or the Information Statement, in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Vianeta Holdings and Parent shall cooperate in delivering any such an amendment or supplement to all Vianeta securityholders and/or the proxy statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing any such amendment or supplement with the California Commissioner of Corporations or its staff and/or or any other government officials, and/or mailing to the ABD Shareholders, such amendment or supplement. The proxy statement shall include the recommendation of the Board of Directors of ABD in favor of the Agreement and the Merger and the conclusion of the Board of Directors of ABD that the terms and conditions of the Merger are fair and reasonable to the ABD Shareholders. Anything to the contrary contained herein notwithstanding, ABD shall not include in the proxy statement any information with respect to GBB or its affiliates or associates, the form and content of which information shall not have been approved by GBB prior to such inclusion.
(eb) If Parent ABD hereby confirms that it has evaluated the fairness of the terms and Vianeta determine in writing that conditions of the Permit cantransactions contemplated herein, including, but not be obtained, or cannot reasonably be expected limited to the consideration to be obtained, in time received by the ABD Shareholders following consummation of such transactions and agrees not to permit object at the Closing Hearing to occur on or before February 28, 2006, or if the California Commissioner notifies Holdings, Parent or Vianeta fairness of such terms and conditions of the California Commissioner's determination not to grant the Hearing, not to permit the mailing of the Notice of Hearing and/or not to issue the Permit, then each of Holdings, Parent and Vianeta shall use its reasonable best efforts to cause the issuance of the shares of common stock of Holdings to be issued in the Merger pursuant to an exemption under Regulation D promulgated under the Securities Acttransactions contemplated herein.
(f) Holdings and Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the common stock of Holdings in connection with the Merger. Vianeta shall use its reasonable best efforts to assist Holdings and Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of common stock of Holdings in connection with the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Greater Bay Bancorp)
Fairness Hearing. (a) 8.4.1 As soon promptly as practicable after the execution of this Agreement, CVB and in any event within ten (10) days hereofKaweah shall prepare, and CVB shall file with the Corporations Commissioner; (i) Holdings and Parent shall prepare, with the cooperation of the Vianeta, the application for permit (the "Permit Application") in connection with the Hearing (as defined below) and the notice sent to the Vianeta security holders pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative CodeCode of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the "Hearing Notice"), concerning the hearing (the "Hearing") to be held by the California Commissioner of Corporations to consider the terms terms, conditions and conditions of this Agreement and the Merger and the fairness of such terms and conditions the transactions contemplated hereby pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and CSL (the rules promulgated thereunder ("California Securities LawHearing"), ; and (ii) Vianeta shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Vianeta, Holdings and Parent shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of Vianeta, Holdings and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate application for inclusion in the Permit Application, the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of common stock of Holdings to be received by the Vianeta securityholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Vianeta, Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner of Corporations (the "California Commissioner") or its staff and/or any other government officials. Anything to the contrary contained herein notwithstanding, Vianeta shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion; provided, however, that Parent shall not withhold approval of any information required to be included by federal or state law or the California Commissioner.
(b) Each of Holdings, Parent and Vianeta shall use its reasonable best efforts (i) to cause permit to be filed with the California Commissioner, as soon as practicable following the execution Commissioner of this Agreement, and in any event within ten (10) days hereof, the Permit Application and the Hearing Notice, (ii) to respond to any additional requests by or questions from the California Commissioner and make such changes as reasonably requested by the California Commissioner, and (iii) to obtain, as soon as practicable following the execution of this Agreement, the permit approving the fairness of this Agreement and the Merger pursuant to Section 25121 of California Securities Law such that the issuance of the common stock of Holdings Corporations in connection with the Merger shall be exempt pursuant to Section 3(a)(10) of the Securities Act from the registration requirements of Section 5 of the Securities Act Hearing (the "PermitPermit Application").
(c) . As soon as permitted by the California CommissionerCommissioner of Corporations, Vianeta Kaweah shall deliver by personal delivery or reputable overnight courier mail the Hearing Notice to all Vianeta securityholders Kaweah Shareholders entitled to receive such notice under California Securities Lawnotice. Vianeta, Holdings CVB and Parent shall Kaweah will notify each other promptly of the receipt of any comments from the California Commissioner of or its staff and of any request by the California Corporations 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 shall provide will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the California Corporations Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. If the California Commissioner issues the Permit, then as soon as practicable thereafter Vianeta shall deliver by personal delivery or reputable overnight courier the Information Statement to all Vianeta securityholders. Except for the delivery of the Information Statement in accordance with the terms hereof, Vianeta shall not, directly or indirectly, solicit the vote of Whenever any holder of Vianeta capital stock in connection with the Merger in violation of any applicable federal or state securities laws.
(d) The information relating to Vianeta, Holdings and Parent included in the Hearing Notice, the Permit Application and the Information Statement shall not, at the time the Hearing Notice event occurs that is delivered to Vianeta securityholders, at the time the Information Statement is delivered to Vianeta securityholders, 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 set forth in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Vianeta shall promptly advise Holdings and Parent, and Holdings and Parent shall promptly advise Vianeta, in writing, if at any time prior to the Effective Time any of Vianeta, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Hearing Notice, the Permit Application, and/or the Information Statement, in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Vianeta Holdings and Parent shall cooperate in delivering any such an amendment or supplement to all Vianeta securityholders and/or the Proxy Statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing any such amendment or supplement with the California Commissioner of Corporations or its staff and/or or any other government officials.
(e) If Parent , and/or mailing to the Kaweah Shareholders, such amendment or supplement. The Proxy Statement shall include the recommendation of the Board of Directors of Kaweah in favor of the Agreement and Vianeta determine in writing the Merger and the conclusion of the Board of Directors of Kaweah that the Permit canterms and conditions of the Merger are fair and reasonable to the Kaweah Shareholders. Kaweah hereby confirms that it has evaluated the fairness of the terms and conditions of the transactions contemplated herein, including, but not be obtained, or cannot reasonably be expected limited to the consideration to be obtained, in time received by the Kaweah Shareholders following consummation of such transactions and agrees not to permit object at the Closing Hearing to occur on or before February 28, 2006, or if the California Commissioner notifies Holdings, Parent or Vianeta fairness of such terms and conditions of the California Commissioner's determination not to grant the Hearing, not to permit the mailing of the Notice of Hearing and/or not to issue the Permit, then each of Holdings, Parent and Vianeta shall use its reasonable best efforts to cause the issuance of the shares of common stock of Holdings to be issued in the Merger pursuant to an exemption under Regulation D promulgated under the Securities Acttransactions contemplated herein.
(f) Holdings and Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the common stock of Holdings in connection with the Merger. Vianeta shall use its reasonable best efforts to assist Holdings and Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of common stock of Holdings in connection with the Merger.
Appears in 1 contract
Fairness Hearing. (a) As soon promptly as practicable after the execution of this Agreement, CVB and in any event within ten (10) days hereofFCBS shall prepare, and CVB shall file with the Corporations Commissioner; (i) Holdings and Parent shall prepare, with the cooperation of the Vianeta, the application for permit (the "Permit Application") in connection with the Hearing (as defined below) and the notice sent to the Vianeta security holders pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative CodeCode of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the "“Hearing Notice"”), concerning the hearing (the "Hearing") to be held by the California Corporations Commissioner to consider the terms terms, conditions and conditions of this Agreement and the Merger and the fairness of such terms and conditions the transactions contemplated hereby pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and CSL (the rules promulgated thereunder ("California Securities Law"“Hearing”), ; and (ii) Vianeta shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Vianeta, Holdings and Parent shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of Vianeta, Holdings and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate application for inclusion in the Permit Application, the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of common stock of Holdings to be received by the Vianeta securityholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Vianeta, Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner of Corporations (the "California Commissioner") or its staff and/or any other government officials. Anything to the contrary contained herein notwithstanding, Vianeta shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion; provided, however, that Parent shall not withhold approval of any information required to be included by federal or state law or the California Commissioner.
(b) Each of Holdings, Parent and Vianeta shall use its reasonable best efforts (i) to cause permit to be filed with the California Commissioner, as soon as practicable following the execution of this Agreement, and in any event within ten (10) days hereof, the Permit Application and the Hearing Notice, (ii) to respond to any additional requests by or questions from the California Corporations Commissioner and make such changes as reasonably requested by the California Commissioner, and (iii) to obtain, as soon as practicable following the execution of this Agreement, the permit approving the fairness of this Agreement and the Merger pursuant to Section 25121 of California Securities Law such that the issuance of the common stock of Holdings in connection with the Merger shall be exempt pursuant to Section 3(a)(10) of the Securities Act from the registration requirements of Section 5 of the Securities Act Hearing (the "Permit"“Permit Application”).
(c) . As soon as permitted by the California Corporations Commissioner, Vianeta FCBS shall deliver by personal delivery or reputable overnight courier mail the Hearing Notice to all Vianeta securityholders FCBS Shareholders entitled to receive such notice under California Securities Lawnotice. Vianeta, Holdings CVB and Parent shall FCBS will notify each other promptly of the receipt of any comments from the California Corporations Commissioner or its staff and of any request by the California Corporations 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 shall provide will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the California Corporations Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. If FCBS hereby confirms that it has evaluated the California Commissioner issues the Permit, then as soon as practicable thereafter Vianeta shall deliver by personal delivery or reputable overnight courier the Information Statement to all Vianeta securityholders. Except for the delivery fairness of the Information Statement in accordance with terms and conditions of the terms hereoftransactions contemplated herein, Vianeta shall notincluding, directly or indirectly, solicit but not limited to the vote consideration to be received by the FCBS Shareholders following consummation of any holder of Vianeta capital stock in connection with the Merger in violation of any applicable federal or state securities laws.
(d) The information relating such transactions and agrees not to Vianeta, Holdings and Parent included in object at the Hearing Notice, to the Permit Application fairness of such terms and the Information Statement shall not, at the time the Hearing Notice is delivered to Vianeta securityholders, at the time the Information Statement is delivered to Vianeta securityholders, 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 conditions of the circumstances under which they were made, not misleading. Vianeta shall promptly advise Holdings and Parent, and Holdings and Parent shall promptly advise Vianeta, in writing, if at any time prior to the Effective Time any of Vianeta, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Hearing Notice, the Permit Application, and/or the Information Statement, in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Vianeta Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner or its staff and/or any other government officialstransactions contemplated herein.
(e) If Parent and Vianeta determine in writing that the Permit cannot be obtained, or cannot reasonably be expected to be obtained, in time to permit the Closing to occur on or before February 28, 2006, or if the California Commissioner notifies Holdings, Parent or Vianeta of the California Commissioner's determination not to grant the Hearing, not to permit the mailing of the Notice of Hearing and/or not to issue the Permit, then each of Holdings, Parent and Vianeta shall use its reasonable best efforts to cause the issuance of the shares of common stock of Holdings to be issued in the Merger pursuant to an exemption under Regulation D promulgated under the Securities Act.
(f) Holdings and Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the common stock of Holdings in connection with the Merger. Vianeta shall use its reasonable best efforts to assist Holdings and Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of common stock of Holdings in connection with the Merger.
Appears in 1 contract
Fairness Hearing. (a) As soon as practicable after the execution of this Agreement, and in any event within ten (10) days hereof, (i) Holdings and Parent shall prepare, with the cooperation of the Vianeta, the application for permit (the "Permit Application") in connection with the Hearing (as defined below) and the notice sent Prior to the Vianeta security holders pursuant toClosing, 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 (the "Hearing") held by the California Commissioner to consider upon the terms and conditions of this Agreement and the Merger and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder ("California Securities Law"), and (ii) Vianeta shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Vianeta, Holdings and Parent shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of Vianeta, Holdings and Parent shall provide promptly subject to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Permit Application, the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of common stock of Holdings to be received by the Vianeta securityholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Vianeta, Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner of Corporations (the "California Commissioner") or its staff and/or any other government officials. Anything to the contrary contained herein notwithstanding, Vianeta shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion; provided, however, that Parent shall not withhold approval of any information required to be included by federal or state law or the California Commissioner.
(b) Each of Holdings, Parent and Vianeta shall use its reasonable best efforts (i) to cause to be filed with the California Commissioner, as soon as practicable following the execution of this Agreement, and in any event within ten (10) days hereof, the Permit Application and the Hearing Notice, (ii) to respond to any additional requests by or questions from the California Commissioner and make such changes as reasonably requested by the California Commissioner, and (iii) to obtain, as soon as practicable following the execution conditions of this Agreement, the permit approving Parties will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things including filing preparation and filing with the fairness Commissioner of this Agreement and the Merger documents required by the California Corporations Code, including but not limited to any required Permit Application, request for a hearing ("Hearing Request") or notice of a hearing ("Hearing Notice") pursuant to Section Sections 25121 of California Securities Law such that the issuance and 25142 of the common stock of Holdings California Corporations Code (collectively the "Notice Materials"), in connection with the Merger shall be exempt pursuant and the issuance of the Merger Consideration, in order to perfect the exemption from registration provided by Section 3(a)(10) of the Securities Act from and the registration preparation and filing of all other forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party of Governmental Entity, and (ii) the satisfaction of the other Parties' conditions to Closing. Each Party will use reasonable efforts to have the Permit Application, Hearing Request and Hearing Notice declared effective under the California Corporations Code as promptly as practicable after such filing. In addition, the parties will prepare, and UC Hub will distribute, an information statement or proxy statement along with the Notice Materials, as may be required by California law, at the earliest practicable date to submit this Agreement, the Merger and the transactions contemplated hereby, to the stockholders of UC Hub. Each of the Parties will promptly provide all information relating to their respective business and operations necessary for inclusion in the Notice Materials to satisfy all requirements of Section 5 applicable state and federal securities laws. Each of the Securities Act (Parties will be solely responsible for any statement, information or omission in the "Permit")Notice Materials relating to it or its affiliates upon the written information furnished by it or its representatives.
(cb) As soon as permitted by Prior to the California CommissionerClosing, Vianeta shall deliver by personal delivery or reputable overnight courier each Party will promptly consult with the Hearing Notice other Parties hereto with respect to all Vianeta securityholders entitled to receive filings made by such notice under California Securities Law. Vianeta, Holdings and Parent shall notify each other promptly of the receipt of Party with any comments from the California Commissioner or its staff and of any request by the California Commissioner or its staff Governmental Entity or any other government officials for amendments or supplements information supplied by such Party to a Governmental Entity in connection with this Agreement and the Merger. Each Party will promptly inform the others of any of communication from any Governmental Entity regarding the documents filed therewith Merger. If any Party hereto or any other filing or affiliate thereof receives a request for additional information and shall provide each other with copies of all correspondence between or documentary material from any such party or any of its representatives, on the one hand, and the California Commissioner, or its staff or any other government officials, on the other hand, Governmental Entity with respect to the filing. If the California Commissioner issues the PermitMerger, then such Party will promptly notify the other Parties and endeavor in food faith to make, or cause to be made, as soon as reasonably practicable thereafter Vianeta shall deliver by personal delivery and after consultation with the other Parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or reputable overnight courier the Information Statement to all Vianeta securityholders. Except for the delivery modifications of permits are required as a result of the Information Statement in accordance with the terms hereof, Vianeta shall not, directly execution of this Agreement or indirectly, solicit the vote of any holder of Vianeta capital stock in connection with the Merger in violation of any applicable federal or state securities laws.
(d) The information relating to Vianeta, Holdings and Parent included in the Hearing Notice, the Permit Application and the Information Statement shall not, at the time the Hearing Notice is delivered to Vianeta securityholders, at the time the Information Statement is delivered to Vianeta securityholders, 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 consummation of the circumstances under which they were madeMerger, not misleading. Vianeta shall promptly advise Holdings and Parent, and Holdings and Parent shall promptly advise Vianeta, in writing, if at any time prior to the Effective Time any of Vianeta, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Hearing Notice, the Permit Application, and/or the Information Statement, in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Vianeta Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner or its staff and/or any other government officials.
(e) If Parent and Vianeta determine in writing that the Permit cannot be obtained, or cannot reasonably be expected to be obtained, in time to permit the Closing to occur on or before February 28, 2006, or if the California Commissioner notifies Holdings, Parent or Vianeta of the California Commissioner's determination not to grant the Hearing, not to permit the mailing of the Notice of Hearing and/or not to issue the Permit, then each of Holdings, Parent and Vianeta shall UC Hub will use its reasonable best efforts to cause the issuance of the shares of common stock of Holdings to be issued in the Merger pursuant to an exemption under Regulation D promulgated under the Securities Acteffect such transfers, amendments or modifications.
(f) Holdings and Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the common stock of Holdings in connection with the Merger. Vianeta shall use its reasonable best efforts to assist Holdings and Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of common stock of Holdings in connection with the Merger.
Appears in 1 contract
Samples: Merger Agreement (Expertise Technology Innovation Inc)
Fairness Hearing. (a) As soon promptly as practicable after the execution of this Agreement, ABD and in any event within ten (10) days hereofGBB shall prepare, and GBB shall file with the Commissioner of Corporations, (i) Holdings and Parent shall prepare, with the cooperation of the Vianeta, the application for permit (the "Permit Application") in connection with the Hearing (as defined below) and the notice sent to the Vianeta security holders pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative CodeCode of Regulations, Title 10, Chapter 3, Subchapter 1, Article 2, as amended (the "“Hearing Notice"”), concerning the hearing (the "Hearing") to be held by the California Commissioner of Corporations to consider the terms terms, conditions and conditions of this Agreement and the Merger and the fairness of such terms and conditions the transactions contemplated hereby pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and CSL (the rules promulgated thereunder ("California Securities Law"“Hearing”), and ; (ii) Vianeta shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the "Information Statement"). Each of Vianeta, Holdings and Parent shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the Information Statement to comply with all requirements of applicable federal and state securities laws. Each of Vianeta, Holdings and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate application for inclusion in the Permit Application, the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of common stock of Holdings to be received by the Vianeta securityholders in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Vianeta, Holdings and Parent shall cooperate in delivering any such amendment or supplement to all Vianeta securityholders and/or filing any such amendment or supplement with the California Commissioner of Corporations (the "California Commissioner") or its staff and/or any other government officials. Anything to the contrary contained herein notwithstanding, Vianeta shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion; provided, however, that Parent shall not withhold approval of any information required to be included by federal or state law or the California Commissioner.
(b) Each of Holdings, Parent and Vianeta shall use its reasonable best efforts (i) to cause permit to be filed with the California Commissioner, as soon as practicable following the execution Commissioner of this Agreement, and in any event within ten (10) days hereof, the Permit Application and the Hearing Notice, (ii) to respond to any additional requests by or questions from the California Commissioner and make such changes as reasonably requested by the California Commissioner, and (iii) to obtain, as soon as practicable following the execution of this Agreement, the permit approving the fairness of this Agreement and the Merger pursuant to Section 25121 of California Securities Law such that the issuance of the common stock of Holdings Corporations in connection with the Merger shall be exempt pursuant to Section 3(a)(10) of the Securities Act from the registration requirements of Section 5 of the Securities Act Hearing (the "Permit"“Permit Application”).
(c) . As soon as permitted by the California CommissionerCommissioner of Corporations, Vianeta ABD shall deliver by personal delivery or reputable overnight courier mail the Hearing Notice to all Vianeta securityholders ABD Shareholders entitled to receive such notice under California Securities Lawnotice. Vianeta, Holdings ABD and Parent shall GBB will notify each other promptly of the receipt of any comments from the California Commissioner of Corporations or its staff and of any request by the California Commissioner of Corporations 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 shall provide will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the California CommissionerCommissioner of Corporations, or its staff or any other government officials, on the other hand, with respect to the filing. If the California Commissioner issues the Permit, then as soon as practicable thereafter Vianeta shall deliver by personal delivery or reputable overnight courier the Information Statement to all Vianeta securityholders. Except for the delivery of the Information Statement in accordance with the terms hereof, Vianeta shall not, directly or indirectly, solicit the vote of Whenever any holder of Vianeta capital stock in connection with the Merger in violation of any applicable federal or state securities laws.
(d) The information relating to Vianeta, Holdings and Parent included in the Hearing Notice, the Permit Application and the Information Statement shall not, at the time the Hearing Notice event occurs that is delivered to Vianeta securityholders, at the time the Information Statement is delivered to Vianeta securityholders, 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 set forth in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Vianeta shall promptly advise Holdings and Parent, and Holdings and Parent shall promptly advise Vianeta, in writing, if at any time prior to the Effective Time any of Vianeta, Holdings or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Hearing Notice, the Permit Application, and/or the Information Statement, in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Vianeta Holdings and Parent shall cooperate in delivering any such an amendment or supplement to all Vianeta securityholders and/or the proxy statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing any such amendment or supplement with the California Commissioner of Corporations or its staff and/or or any other government officials, and/or mailing to the ABD Shareholders, such amendment or supplement. The proxy statement shall include the recommendation of the Board of Directors of ABD in favor of the Agreement and the Merger and the conclusion of the Board of Directors of ABD that the terms and conditions of the Merger are fair and reasonable to the ABD Shareholders. Anything to the contrary contained herein notwithstanding, ABD shall not include in the proxy statement any information with respect to GBB or its affiliates or associates, the form and content of which information shall not have been approved by GBB prior to such inclusion.
(eb) If Parent ABD hereby confirms that it has evaluated the fairness of the terms and Vianeta determine in writing that conditions of the Permit cantransactions contemplated herein, including, but not be obtained, or cannot reasonably be expected limited to the consideration to be obtained, in time received by the ABD Shareholders following consummation of such transactions and agrees not to permit object at the Closing Hearing to occur on or before February 28, 2006, or if the California Commissioner notifies Holdings, Parent or Vianeta fairness of such terms and conditions of the California Commissioner's determination not to grant the Hearing, not to permit the mailing of the Notice of Hearing and/or not to issue the Permit, then each of Holdings, Parent and Vianeta shall use its reasonable best efforts to cause the issuance of the shares of common stock of Holdings to be issued in the Merger pursuant to an exemption under Regulation D promulgated under the Securities Acttransactions contemplated herein.
(f) Holdings and Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the common stock of Holdings in connection with the Merger. Vianeta shall use its reasonable best efforts to assist Holdings and Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of common stock of Holdings in connection with the Merger.
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