Filings Under Securities Laws. As promptly as practicable after the date hereof, Parent shall prepare and file with the SEC the Parent Registration Statement, which will contain (i) the prospectus of Parent relating to the shares of Parent Common Stock (including shares of Parent Common Stock issuable pursuant to the Parent Options described in Section 3.3 and the Parent Warrants described in Section 3.4) to be issued in connection with the Merger and (ii) the proxy statement of the Company relating to the Stockholder Meeting (collectively, the "PROXY STATEMENT/PROSPECTUS"). Each of Parent and the Company shall use their respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter promptly mail or deliver the Proxy Statement/Prospectus to its stockholders. Parent shall use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall cooperate with Parent and furnish all information concerning the Company and the holders of the Company Securities as may be reasonably requested by Parent in connection with any such action.
Filings Under Securities Laws. Subject to circumstances beyond its reasonable control, the Company agrees, at all times until the Registrable Shares Cessation Date, timely to make all filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder necessary for the Company to satisfy the Registrant Requirements for eligibility by the Company to use Form S-3 (or other applicable form) for the Registration Statement and to satisfy the current public information requirements of paragraph (c)(1) of Rule 144 of the General Rules and Regulations promulgated under the Securities Act ("Rule 144"). If such filings do not constitute an earnings statement made available to security holders covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the Registration Statement for purposes of Section 11(a) of the Securities Act and Rule 158 thereunder (a "Section 11(a) Earnings Statement"), the Company shall take such additional action as soon as is reasonably practicable to have made a Section 11 (a) Earnings Statement available to security holders. If at any time the Company is not required to file reports in compliance with Section 13 or Section 15(d) of the Exchange Act, the Company will, at its expense, forthwith upon the written request of Holder make available adequate current public information with respect to the Company within the meaning of paragraph (c)(2) of Rule 144.
Filings Under Securities Laws. As promptly as practicable after the date hereof, Parent shall prepare and file with the SEC the Registration Statement, which will contain: (i) the prospectus of Parent relating to the shares of Parent Common Stock and the Warrants to be issued in connection with the Merger (the "Prospectus"); and (ii) the proxy statement of the Company relating to the Shareholder Meeting (the "Proxy Statement" and, together with the Prospectus, the "Proxy Statement/Prospectus"). Each of the Company and Parent shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter mail or deliver the Proxy Statement/Prospectus to its shareholders. Parent and the Company will promptly notify each other of the receipt of comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information, and will promptly supply each other with copies of all correspondence between the parties and the SEC with respect thereto. If, at any time prior to the Effective Time, any event should occur relating to or affecting the Company, Parent or Merger Sub, or to their respective Subsidiaries, officers or directors, which event should be described in an amendment or supplement to the Registration Statement or the Proxy Statement, the parties promptly will inform each other and cooperate in preparing, filing and having declared effective or clearing with the SEC and, if required by applicable federal or state securities laws, distributing to the Company's shareholders such amendment or supplement. Parent shall use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall cooperate with Parent and furnish all information concerning the Company and the holders of the Company Securities as may be reasonably requested by Parent in connection with any such action.
Filings Under Securities Laws. As promptly as practicable after the date hereof, Parent shall prepare and file with the SEC the Parent Registration Statement, which will contain (i) the proxy statement/prospectus of Parent relating to the shares of Parent Common Stock to be issued in connection with the Merger and the Parent Stockholder Meeting and (ii) the proxy statement of the Company relating to the Company Stockholder Meeting (collectively, the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use their respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter promptly mail or deliver the Proxy Statement/Prospectus to its stockholders. Parent shall use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall cooperate with Parent and furnish all information concerning the Company and the holders of the Company Securities as may be reasonably requested by Parent in connection with any such action.
Filings Under Securities Laws
