Joint Proxy/Registration Statement. The information to be supplied by GBC and its Subsidiaries for inclusion in the Joint Proxy Registration Statement will not, on the date it (or any amendment thereof or supplement thereto) is first mailed to GBC and Cathay Bancorp shareholders, and at the time of the respective Shareholders' Meetings, contain any statement that, in light of the circumstances under which it is made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the GBC and Cathay Bancorp Shareholders' Meetings that has become false or misleading. If at any time prior to the Effective Time, any event relating to GBC or any of its affiliates, officers or directors is discovered by GBC that should be set forth in an amendment to the Joint Proxy Registration Statement or a supplement to the Proxy Statement, GBC will promptly inform Cathay Bancorp, and such amendment or supplement will be promptly filed with the SEC and, as required by law, disseminated to the GBC and Cathay Bancorp shareholders. Notwithstanding the foregoing, GBC makes no representation or warranty with respect to any information supplied by Cathay Bank or Cathay Bancorp that is contained in the Joint Proxy Registration Statement. The Joint Proxy Registration Statement will (with respect to GBC and its Subsidiaries) comply in all material respects as to form and substance with the requirements of the Exchange Act, the Securities Act and the rules and regulations thereunder.
Joint Proxy/Registration Statement. The Joint Proxy/Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect.
Joint Proxy/Registration Statement. NewCo shall have filed a joint Proxy/Registration Statement with the SEC on Form F-4 and such Proxy/Registration Statement shall have been declared effective by the SEC and remain effective as of the Closing.
Joint Proxy/Registration Statement. 17 2.9 Litigation........................................................17 2.10 Governmental Approvals and Other Conditions.......................17 2.11
Joint Proxy/Registration Statement. 22 3.10 Litigation........................................................23 3.11 Licenses..........................................................23 3.12 Taxes.............................................................23 3.13 Insurance.........................................................24 3.14
Joint Proxy/Registration Statement. As soon as practicable following the execution of this Agreement, the Parties shall work together to prepare and file with the SEC a joint proxy - registration statement in respect of the Merger and the transactions contemplated hereby (the “Joint Proxy-Registration Statement”), which such Joint Proxy Registration Statement shall be used in respect of (a) soliciting shareholder approval in connection with the Merger and this Agreement, (b) registering the Merger Consideration and the Merger Options, New Parent Warrants and Parent Warrants and the shares of Parent Common Stock issuable pursuant to the exercise thereof issued pursuant to Article 2 hereof, (c) authorizing the Reverse Split, (d) changing the name of Parent to “Bravera, Inc.” and (d) increasing the authorized number of shares of Parent Common Stock to 800,000,000 and increasing the number of authorized shares of Parent Preferred Stock to not less than 15,000,000 (the “Capital Increase”).
Joint Proxy/Registration Statement. 6.3.1 The Parties agree jointly to prepare a joint proxy/registration statement (the “Joint Proxy/Registration Statement”) in connection with the Merger to (i) obtain MDUC shareholder approval, and (ii) register the Multiband Shares to be used in the Merger pursuant to Form S-4 (or such other registration vehicle). The Corporate Parties agree to cooperate, and to cause their subsidiaries to cooperate, with the other Parties, its counsel and its accountants, where needed, in the preparation of the Joint Proxy/Registration Statement. Multiband also agrees to use all reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. MDUC agrees to furnish to Multiband all information concerning MDUC, the MDUC Affiliates, and their officers, directors, and shareholders as may be reasonably requested in connection with the foregoing.
Joint Proxy/Registration Statement. 43 KCPL..........................................................................1
Joint Proxy/Registration Statement. 36 KCPL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Joint Proxy/Registration Statement. (a) The Parties shall jointly prepare and file with the SEC as soon as reasonably practicable after the date hereof (1) a Registration Statement on Form S-4 to be filed under the Securities Act by Dakota in connection with the Merger for purposes of registering Dakota Shares to be issued in the Merger (the "Registration Statement") and (2) a joint proxy statement and management information circular to be filed under the Exchange Act by Dakota and USMX to be distributed by Dakota and USMX, respectively, in connection with the Dakota Shareholders' Meeting and USMX Stockholders' Meeting (the "Joint Proxy Statement" and, together with the Registration Statement, the "Joint Proxy/Registration Statement"). USMX shall cooperate with Dakota and both USMX and Dakota shall use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing. Dakota and USMX shall use all reasonable efforts to take any action required to cause Dakota Shares issuable pursuant to the Merger to be registered or to obtain an exemption from registration under applicable provincial, state, or foreign "blue sky" or securities laws. Dakota and Merger Corp will furnish to USMX and USMX shall furnish to Dakota and Merger Corp all information concerning itself as each Party or its Advisors may reasonably request and which is required or customary for inclusion in the Joint Proxy/Registration Statement.
