Common use of Permit Application Clause in Contracts

Permit Application. As soon as practicable after the execution of this Agreement, (i) Legacy shall prepare, with the cooperation of Xxxxx, the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice sent to the holders of Xxxxx Common Stock 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 (as defined below) 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 (the “California Securities Law”), and (ii) Xxxxx shall prepare, with the cooperation of Legacy, a proxy statement relating to this Agreement and the transactions contemplated hereby, including any amendment or supplement thereto (the “Proxy Statement”). Each of Xxxxx and Legacy shall use its commercially reasonable efforts to cause the Permit Application, the Hearing Notice and the Proxy Statement to comply with all requirements of applicable federal and state securities laws. Each of Xxxxx and Legacy 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 Proxy 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 Proxy Statement. The Proxy Statement shall constitute both a disclosure document for the offer and issuance of the shares of Legacy Common Stock to be received by the holders of Xxxxx Common Stock in the Merger and a proxy statement for solicitation of shareholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, Xxxxx and Legacy shall cooperate in delivering any such amendment or supplement to all the holders of Xxxxx Common Stock and filing any such amendment or supplement with the California Commissioner of Corporations (the “California Commissioner”) or its staff, the SEC and/or any other appropriate government officials.

Permit Application. As Unless Acquiror proceeds with a private placement pursuant to Section 6.2(a), then as soon as reasonably practicable after the execution of this Agreement, (i) Legacy Acquiror shall prepare, with the cooperation of Xxxxxthe Company, the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice sent to the holders of Xxxxx Common Stock Company Securityholders pursuant to, and meeting the requirements of, 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 (as defined below) 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 (the “California Securities Law”), and (ii) Xxxxx Acquiror shall prepare, with the cooperation of LegacyCompany, a proxy statement any required additional informational disclosures and documentation to Company Securityholders relating to this Agreement and the transactions contemplated herebyhereby (addressing matters not covered by the Hearing Notice) (collectively, including any amendment or supplement thereto (the “Proxy StatementInformational Documents”), which may include a letter to be sent following the issuance of the Permit (as defined below) containing the recommendation of the Company’s Board of Directors described in Section 7.11(b) and a solicitation of the approval of the Merger and adoption of this Agreement by the Company Stockholders. Each of Xxxxx the Company and Legacy Acquiror shall use its commercially reasonable best efforts to cause the Permit Application, the Hearing Notice and the Proxy Statement Informational Documents to comply with all requirements of applicable Applicable Law (including federal and state securities lawslaws and the Code and regulations promulgated thereunder). Each of Xxxxx the Company and Legacy Acquiror 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 Proxy StatementInformational Documents, 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 Proxy StatementInformational Documents. The Proxy Statement Hearing Notice and Informational Documents shall constitute both a disclosure document documents for the offer and issuance of the shares of Legacy Acquiror Common Stock to be received by the holders of Xxxxx Common the Company Capital Stock in the Merger (including the Initial Stock Consideration, First Booking Stock Earnout and all Subsequent Booking Stock Earnouts) and a proxy statement for solicitation of shareholder approval of the MergerMerger and adoption of this Agreement by the Company Stockholders. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy StatementHearing Notice or the Informational Documents, Xxxxx the Company and Legacy Acquiror shall cooperate in delivering any such amendment or supplement to all the holders of Xxxxx Common the Company Capital Stock and and/or Company Options and/or filing any such amendment or supplement with the California Commissioner of Corporations (the “California Commissioner”) or its staff, the SEC staff and/or any other appropriate government officialsofficials to the extent required by Applicable Law. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Informational Documents prepared by it any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion; provided, however, that Acquiror shall not delay, condition or withhold approval of any information required to be included by federal or state law or the California Commissioner.

Permit Application. As soon as reasonably practicable after the execution of this Agreement, (i) Legacy Acquiror shall prepare, with the cooperation of Xxxxxthe Company, the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice sent to the holders of Xxxxx Common Stock Company Securityholders pursuant to, and meeting the requirements of, 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 (as defined below) 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 (the “California Securities Law”), and (ii) Xxxxx Acquiror shall prepare, with the cooperation of LegacyCompany, a proxy statement any required additional informational disclosures and documentation to Company Securityholders relating to this Agreement and the transactions contemplated herebyhereby (addressing matters not covered by the Hearing Notice) (collectively, including any amendment or supplement thereto (the “Proxy StatementInformational Documents”), which may include a letter to be sent following the issuance of the Permit (as defined below) containing the recommendation of the Company’s Board of Directors described in Section 7.11(b) and a solicitation of the approval of the Merger and adoption of this Agreement by the Company Stockholders. Each of Xxxxx the Company and Legacy Acquiror shall use its commercially reasonable best efforts to cause the Permit Application, the Hearing Notice and the Proxy Statement Informational Documents to comply with all requirements of applicable Applicable Law (including federal and state securities lawslaws and the Code and regulations promulgated thereunder). Each of Xxxxx the Company and Legacy Acquiror 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 Proxy StatementInformational Documents, 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 Proxy StatementInformational Documents. Without limiting the foregoing, Company shall provide, within five (5) business days after the execution of this Agreement, all financial statements required by Section 260.613 of the California Code of Regulations. The Proxy Statement Hearing Notice and Informational Documents shall constitute both a disclosure document documents for the offer and issuance of the shares of Legacy Acquiror Common Stock to be received by the holders of Xxxxx Common the Company Capital Stock in the Merger and a proxy statement for solicitation of shareholder approval of the MergerMerger and adoption of this Agreement by the Company Stockholders. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy StatementHearing Notice or the Informational Documents, Xxxxx the Company and Legacy Acquiror shall cooperate in delivering any such amendment or supplement to all the holders of Xxxxx Common the Company Capital Stock and and/or Company Options and/or filing any such amendment or supplement with the California Commissioner of Corporations (the “California Commissioner”) or its staff, the SEC staff and/or any other appropriate government officialsofficials to the extent required by Applicable Law. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Informational Documents prepared by it any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion (which approval shall not be unreasonably withheld); provided, however, that Acquiror shall not withhold approval of any information required to be included by federal or state law or the California Commissioner.

Permit Application. As soon as reasonably practicable after the execution of this Agreement, (i) Legacy Acquiror shall prepare, with the cooperation of Xxxxxthe Company, the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice sent to the holders of Xxxxx Common Stock Company Securityholders pursuant to, and meeting the requirements of, 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 (as defined below) 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 (the “California Securities Law”), and (ii) Xxxxx Acquiror shall prepare, with the cooperation of LegacyCompany, a proxy statement any required additional informational disclosures and documentation to Company Securityholders relating to this Agreement and the transactions contemplated herebyhereby (addressing matters not covered by the Hearing Notice) (collectively, including any amendment or supplement thereto (the “Proxy StatementInformational Documents”), which may include a letter to be sent following the issuance of the Permit (as defined below) containing the recommendation of the Company’s Board of Directors described in Section 7.11(b) and a solicitation of the approval of the Merger and adoption of this Agreement by the Company Stockholders. Each of Xxxxx the Company and Legacy Acquiror shall use its commercially reasonable best efforts to cause the Permit Application, the Hearing Notice and the Proxy Statement Informational Documents to comply with all requirements of applicable Applicable Law (including federal and state securities lawslaws and the Code and regulations promulgated thereunder). Each of Xxxxx the Company and Legacy Acquiror 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 Proxy StatementInformational Documents, 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 Proxy StatementInformational Documents. Without limiting the foregoing, Company shall provide, within five (5) business days after the execution of this Agreement, all financial statements required by Section 260.613 of the California Code of Regulations. The Proxy Statement Hearing Notice and Informational Documents shall constitute both a disclosure document documents for the offer and issuance of the shares of Legacy Acquiror Common Stock to be received by the holders of Xxxxx Common the Company Capital Stock in the Merger and a proxy or information statement for solicitation of shareholder approval of the MergerMerger and adoption of this Agreement by the Company Stockholders. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy StatementHearing Notice or the Informational Documents, Xxxxx the Company and Legacy Acquiror shall cooperate in delivering any such amendment or supplement to all the holders of Xxxxx Common the Company Capital Stock and and/or Company Options and/or filing any such amendment or supplement with the California Commissioner of Corporations (the “California Commissioner”) or its staff, the SEC staff and/or any other appropriate government officialsofficials to the extent required by Applicable Law. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Informational Documents prepared by it any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion (which approval shall not be unreasonably withheld); provided, however, that Acquiror shall not withhold approval of any information required to be included by federal or state law or the California Commissioner.

Permit Application. As soon as reasonably practicable after the execution of this Agreement, (i) Legacy Parent shall prepare, with the cooperation of Xxxxxthe Company, the application for permit (the “"Permit Application”") in connection with the Hearing (as defined belowhereinafter defined) and the notice sent to the all holders of Xxxxx Common Stock Company Shares, Company Options and/or Company Warrants pursuant to, and meeting the requirements of, of Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 2, as amended (the “"Hearing Notice”"), concerning the requesting a hearing (the “"Hearing”") to be held by the California Commissioner of Corporations (as defined belowthe "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 (the “"California Securities Law”), and (ii) Xxxxx shall prepare, with the cooperation of Legacy, a proxy statement relating to this Agreement and the transactions contemplated hereby, including any amendment or supplement thereto (the “Proxy Statement”"). Each of Xxxxx the Company and Legacy Parent shall use its commercially reasonable diligent efforts to cause the Permit Application, Application and the Hearing Notice and the Proxy Statement to comply with all requirements of applicable Law (including federal and state securities lawsLaws and the Code and regulations promulgated thereunder). Each of Xxxxx the Company and Legacy 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, Application or the Hearing Notice or the Proxy StatementNotice, or in any amendments or supplements thereto, and to cause its counsel and auditors accountants to cooperate with the other’s 's counsel and auditors accountants in the preparation of the Permit Application, Application and the Hearing Notice and the Proxy Statement. The Proxy Statement shall constitute both a disclosure document for the offer and issuance of the shares of Legacy Common Stock to be received by the holders of Xxxxx Common Stock in the Merger and a proxy statement for solicitation of shareholder approval of the MergerNotice. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy StatementHearing Notice or the Informational Documents, Xxxxx the Company and Legacy Parent shall cooperate in delivering any such amendment or supplement to all the holders of Xxxxx Common Stock and the Company Shares, Company Options and/or Company Warrants and/or in filing any such amendment or supplement with the 58. California Commissioner of Corporations (the “California Commissioner”) or its staff, the SEC staff and/or any other appropriate government officialsGovernment officials to the extent required by applicable Law. Anything to the contrary contained herein notwithstanding, the Company shall not include in any additional informational disclosures and documentation ("Informational Documents") provided to its stockholders any information with respect to Parent or its affiliates or associates unless the form and content of such information has been approved by Parent prior to such inclusion; provided, however, that Parent shall not delay, condition or withhold approval of any information required to be included by federal or state Law or the California Commissioner.

Permit Application. As soon as reasonably practicable after the execution of this AgreementAmendment Date, (i) Legacy Parent shall prepare, with the cooperation of Xxxxxthe Company, and file the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice to be sent to the holders of Xxxxx Common Stock the capital stock of the Company pursuant to, and meeting the requirements of, of Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 21, as amended (the “Hearing Notice”), concerning the hearing (the “Hearing”) held by the California Commissioner (as defined below) to consider the terms and conditions of this the issuance of Parent Common Stock pursuant to the 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 (the “California Securities Law”), and (ii) Xxxxx the Company shall prepare, with the cooperation of LegacyParent, a proxy an information statement relating to this Agreement and the transactions contemplated hereby, including any amendment or supplement thereto hereby (the “Proxy Information Statement”). Each of Xxxxx and Legacy Parent shall use its commercially reasonable efforts to cause the Permit Application, Application and the Hearing Notice and the Proxy Statement to comply in all material respects with all requirements of applicable federal and state securities laws. The Company shall use its commercially reasonable efforts to cause the Information Statement to comply in all material respects with applicable federal securities laws and state corporate and securities laws. Each of Xxxxx the Company and Legacy Parent shall provide promptly to the other party such information concerning its respective business and financial statements and affairs as, in the reasonable judgment of the providing requesting party or its counsel, may be required or appropriate for inclusion in the Permit ApplicationApplication (including, without limitation, the Information Statement to be provided by the Company), the Hearing Notice or the Proxy 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 Proxy Information Statement. The Proxy Statement shall constitute both a disclosure document for the offer and issuance of the shares of Legacy Common Stock to be received by the holders of Xxxxx Common Stock in the Merger and a proxy statement for solicitation of shareholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, Xxxxx and Legacy shall cooperate in delivering any such amendment or supplement to all the holders of Xxxxx Common Stock and filing any such amendment or supplement with the California Commissioner of Corporations (the “California Commissioner”) or its staff, the SEC and/or any other appropriate government officials.

Permit Application. As soon as reasonably practicable after the execution of this AgreementAgreement Date, (i) Legacy Acquiror shall prepare, with the cooperation of XxxxxTarget, the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice sent to the holders of Xxxxx Common Target Capital Stock pursuant to, and meeting the requirements of, of Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 2, as amended (the “Hearing Notice”), Table of Contents concerning the hearing (the “Hearing”) held by the California Commissioner (as defined below) 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 (the “California Securities Law”), and (ii) Xxxxx Target shall prepare, with the cooperation of LegacyAcquiror and based upon a form prepared by Acquiror, a proxy an information statement relating to this Agreement and the transactions contemplated hereby, including any amendment or supplement thereto hereby (the “Proxy Information Statement”). Each of Xxxxx Target and Legacy Acquiror shall use its commercially reasonable efforts to cause the Permit Application, the Hearing Notice and the Proxy Information Statement to comply with all requirements of applicable federal and state securities laws. Each of Xxxxx Target and Legacy Acquiror 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 Proxy 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 Proxy Information Statement. The Proxy Information Statement shall constitute both a disclosure document for the offer and issuance of the shares of Legacy Acquiror Preferred Stock and Acquiror Common Stock to be received by the holders of Xxxxx Common Target Capital Stock in the Merger and a proxy statement for solicitation of shareholder stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Information Statement, Xxxxx Target and Legacy Acquiror shall cooperate in delivering any such amendment or supplement to all the holders of Xxxxx Common Target Capital Stock and and/or filing any such amendment or supplement with the California Commissioner of Corporations (the “California Commissioner”) or its staff, the SEC staff and/or any other appropriate government officials. The Information Statement shall include the unanimous recommendation of Target’s Board in favor of approval of the Merger and adoption of this Agreement and the conclusion of Target’s Board that the terms and conditions of the Merger and this Agreement are fair, reasonable, advisable and in the best interests of Target and its stockholders. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion.