Common use of Preparation of Filings Clause in Contracts

Preparation of Filings. The parties acknowledge that Parent and the Company have, on June 15, 2000, made the filings required to be made pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxxxxx") in connection with the transactions contemplated hereby. As promptly as practicable after the date of this Agreement, Parent and the Company shall properly prepare and file any filings required under the Exchange Act, the Securities Act or any other Federal or state laws, and Parent shall properly prepare and file any filings required under state securities or "blue sky" laws, in each case relating to the Merger and the transactions contemplated by this Agreement (collectively, the "Filings"). The Company shall promptly furnish Parent with all information concerning the Company and the Stockholder as may be reasonably requested by Parent in connection with any action contemplated by this Section 5.5. The Parent and the Company will notify the other promptly of the receipt of any comments from any government officials for amendments or supplements to the HSR Filing or any other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and any government officials, on the other hand, with respect to the Merge, the HSR Filing or any other Filing. Except as may be prohibited by any Legal Requirement or any Governmental Authority, the Parent and the Company shall promptly provide the other (or its counsel) with copies of all filings made by such party with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby and thereby. The Filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which should be set forth in an amendment or supplement to the HSR Filing or any other Filing, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with any government officials, such amendment or supplement.

Preparation of Filings. The parties acknowledge that Parent (a) Source and Cableshare shall cooperate in: (i) the preparation of any application for the orders referred to in section 2.7, and any other documents reasonably deemed by Source or Cableshare to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the Company haveother transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable provincial, on June 15, 2000, made the filings required to be made pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 territorial or state securities Laws (xxx including "XXX Xxxxxxblue sky laws") in connection with the transactions contemplated hereby. As promptly as practicable after issuance of the date of this Agreement, Parent Exchangeable Shares and the Company Source Common Shares in connection with the Arrangement; provided, however, that with respect to United States blue sky and Canadian provincial qualifications neither Source nor Cableshare shall properly prepare be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and file any filings transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Shares; and (iii) the taking of all such action as may be required under the Exchange Act, the Securities Act or any other Federal or state laws, and Parent shall properly prepare and file any filings required under state securities or "blue sky" laws, in each case relating to the Merger and connection with the transactions contemplated by this Agreement and the Plan of Arrangement. (collectively, b) Each of Source and Cableshare shall furnish to the "Filings"). The Company shall promptly furnish Parent with other all such information concerning the Company it and the Stockholder its shareholders as may be reasonably requested required for the effectuation of the actions described in sections 2.6 and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished by Parent it in connection with any action such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Section 5.5Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. The Parent (c) Source and the Company will Cableshare shall each promptly notify the other if at any time before or after the Effective Time it becomes aware that the Cableshare Information Circular or an application for an order described in section 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that otherwise requires an amendment or supplement to the Cableshare Information Circular or such application. In any such event, Source and Cableshare shall cooperate in the preparation of a supplement or amendment to the Cableshare Information Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Source or Cableshare and/or filed with the OSC and other relevant securities regulatory authorities. (d) Each party shall ensure that the Cableshare Information Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without limiting the generality of the foregoing, provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Circular with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be before them at the Cableshare Shareholders' Meeting. (e) Each party shall promptly notify the other of the receipt of any comments from the staff of any government officials securities regulatory authority on the Cableshare Information Circular and of any request by the staff of any securities regulatory authority for amendments any amendment thereof or supplements to the HSR Filing or any other Filing or for additional information supplement thereto, and will shall supply the other with copies of all correspondence between such party or received from the staff of any of its representatives, on the one hand, and any government officials, on the other hand, securities regulatory authority with respect to the Merge, the HSR Filing or any other FilingCableshare Information Circular. Except as may be prohibited by any Legal Requirement or any Governmental Authority, the Parent and the Company shall promptly provide the other (or its counsel) with copies of all filings made by such party with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby and thereby. The Filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which should be set forth in an amendment or supplement to the HSR Filing or any other Filing, Parent or the Company, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with any government officials, such amendment or supplement.2.9

Preparation of Filings. The parties acknowledge that Parent Numinus and the Company haveNovamind shall co-operate and use their reasonable commercial efforts in good faith to take, on June 15, 2000, made the filings required or cause to be made pursuant to taken, all reasonable actions, including the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxxxxx") in connection with the transactions contemplated hereby. As promptly as practicable after the date of this Agreement, Parent and the Company shall properly prepare and file any filings required under the Exchange Act, the Securities Act or any other Federal or state laws, and Parent shall properly prepare and file any filings required under state securities or "blue sky" laws, in each case relating to the Merger and the transactions contemplated by this Agreement (collectively, the "Filings"). The Company shall promptly furnish Parent with all information concerning the Company and the Stockholder as may be reasonably requested by Parent in connection with any action contemplated by this Section 5.5. The Parent and the Company will notify the other promptly of the receipt preparation of any comments from any government officials applications for amendments or supplements to the HSR Filing or any regulatory approvals and other Filing or for additional information orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and any government officials, on the other hand, with respect to the Merge, the HSR Filing or any other Filing. Except as may be prohibited by any Legal Requirement or any Governmental Authority, the Parent and the Company shall promptly provide the other (or its counsel) with copies of all filings made by such party with any Governmental Authority approvals required in connection with this Agreement and the Arrangement and the preparation of any required documents, in each case as reasonably necessary to discharge their respective obligations under this Agreement, the Arrangement and the Plan of Arrangement, and to complete any of transactions contemplated hereby by this Agreement, including their obligations under applicable Laws. It is acknowledged and thereby. The Filings agreed that, unless required to ensure that the Consideration Shares are freely tradeable in Canada and that the Consideration Shares will not be subject to transfer restrictions under the 1933 Act upon their issuance, except for Consideration Shares that are held by persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become affiliates (as defined in Rule 144 of the 0000 Xxx) of Numinus, Numinus shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which should not be set forth in an amendment required to file a prospectus or supplement similar document or otherwise become subject to the HSR Filing securities Laws of any jurisdiction (other than a Province of Canada or any other Filingjurisdiction it which it is currently subject to securities Laws) in order to complete the Arrangement. Numinus shall make such securities and other regulatory filings in the United States or other jurisdictions as may be reasonably necessary or desirable in connection with the completion of the Arrangement. Novamind shall provide to Numinus all information regarding Novamind and its affiliates as required by applicable securities Laws in connection with such filings. Novamind shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, Parent technical or other expert information required to be included in such filings and to the Company, as the case may be, shall promptly inform the other party identification in such filings of each such occurrence and cooperate in filing with any government officials, such amendment or supplementadvisor.

Preparation of Filings. The parties acknowledge that (a) Parent and the Company haveshall use their reasonable efforts to co-operate with one another in: (i) the preparation of any application for the orders, on June 15any required registration statements and any other documents reasonably deemed by Parent or the Company to be necessary to discharge their respective obligations under United States federal or state securities laws and under Canadian Securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable United States federal or state securities laws (including "blue sky laws") and any applicable Canadian Securities Laws in connection with the issuance of the Exchangeable Shares and the Parent Common Stock in connection with the Arrangement or the issuance and exercise of the Replacement Options or Replacement Warrants, 2000if any are outstanding immediately prior to the Effective Time; provided, made however, that, notwithstanding anything to the filings contrary contained in this Agreement, with respect to the United States "blue sky" and Canadian provincial qualifications, neither Parent nor the Company (or any Subsidiary or Affiliate of Parent or the Company) shall be required to register or qualify as a foreign corporation or reporting issuer where any such Entity is not now or on the Effective Date so registered or qualified; and (iii) the taking of all such action as may be made pursuant to required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxxxxx") OBCA in connection with the transactions contemplated herebyby this Agreement and the Plan of Arrangement. As promptly as practicable after the date (b) Each of this Agreement, Parent and the Company shall properly prepare and file any filings required under the Exchange Act, the Securities Act or any other Federal or state laws, and Parent shall properly prepare and file any filings required under state securities or "blue sky" laws, in each case relating furnish to the Merger and the transactions contemplated by this Agreement (collectively, the "Filings"). The Company shall promptly furnish Parent with other all such information concerning the Company it and the Stockholder its shareholders as may be reasonably requested by Parent required for the effectuation of the actions described in connection with any action contemplated by Section 1.6 and this Section 5.51.7. The (c) Each of Parent and the Company will notify the other promptly of the receipt of any comments from Canadian Securities Commissions, the SEC or its staff and of any government officials request by Canadian Securities Commissions, the SEC or its staff for amendments or supplements to the HSR Filing Management Proxy Circular or any other Filing a registration statement described in Section 1.6 or for additional information information, and will supply the other with copies of all correspondence between such party with Canadian Securities Commissions, the SEC or any of its representatives, on the one hand, and any government officials, on the other hand, staff with respect to the Merge, the HSR Filing Management Proxy Circular or any other Filingsuch registration statement. Except as may be prohibited by any Legal Requirement or any Governmental Authority, the Parent and the Company shall each promptly provide notify the other (if at any time before or its counsel) with copies after the Effective Time it becomes aware that the 6. <PAGE> Management Proxy Circular or an application for an order or a registration statement described in Section 1.6 contains any untrue statement of all filings made by such party with any Governmental Authority a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in connection with this Agreement and light of the transactions contemplated hereby and thereby. The Filings shall comply circumstances in all material respects with all applicable requirements of law. Whenever any event occurs which should be set forth in they are made, or that otherwise requires an amendment or supplement to the HSR Filing Management Proxy Circular or such application or registration statement. In any other Filingsuch event, Parent and the Company shall co- operate in the preparation of a supplement or amendment to the CompanyManagement Proxy Circular or such other document, as required and as the case may be, and, if required, shall promptly inform cause the other party same to be distributed to shareholders of such occurrence the Company and/or filed with the relevant securities regulatory authorities and/or stock exchanges. (d) The Company shall ensure that the Management Proxy Circular complies with all applicable Legal Requirements. Without limiting the generality of the foregoing, the Company shall ensure that the Management Proxy Circular provides the Company Securityholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Company Securityholders' Meeting and cooperate in filing with any government officials, such amendment or supplementParent shall provide all information regarding Parent reasonably necessary for the Company to do so. 2.

Preparation of Filings. The parties acknowledge that Parent Numinus and the Company haveNovamind shall co-operate and use their reasonable commercial efforts in good faith to take, on June 15, 2000, made the filings required or cause to be made pursuant to taken, all reasonable actions, including the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxxxxx") in connection with the transactions contemplated hereby. As promptly as practicable after the date of this Agreement, Parent and the Company shall properly prepare and file any filings required under the Exchange Act, the Securities Act or any other Federal or state laws, and Parent shall properly prepare and file any filings required under state securities or "blue sky" laws, in each case relating to the Merger and the transactions contemplated by this Agreement (collectively, the "Filings"). The Company shall promptly furnish Parent with all information concerning the Company and the Stockholder as may be reasonably requested by Parent in connection with any action contemplated by this Section 5.5. The Parent and the Company will notify the other promptly of the receipt preparation of any comments from any government officials applications for amendments or supplements to the HSR Filing or any regulatory approvals and other Filing or for additional information orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and any government officials, on the other hand, with respect to the Merge, the HSR Filing or any other Filing. Except as may be prohibited by any Legal Requirement or any Governmental Authority, the Parent and the Company shall promptly provide the other (or its counsel) with copies of all filings made by such party with any Governmental Authority approvals required in connection with this Agreement and the Arrangement and the preparation of any required documents, in each case as reasonably necessary to discharge their respective obligations under this Agreement, the Arrangement and the Plan of Arrangement, and to complete any of transactions contemplated hereby by this Agreement, including their obligations under applicable Laws. It is acknowledged and thereby. The Filings agreed that, unless required to ensure that the Consideration Shares are freely tradeable in Canada and that the Consideration Shares will not be subject to transfer restrictions under the 1933 Act upon their issuance, except for Consideration Shares that are held by persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become affiliates (as defined in Rule 144 of the 1933 Act) of Numinus, Numinus shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which should not be set forth in an amendment required to file a prospectus or supplement similar document or otherwise become subject to the HSR Filing securities Laws of any jurisdiction (other than a Province of Canada or any other Filingjurisdiction it which it is currently subject to securities Laws) in order to complete the Arrangement. Numinus shall make such securities and other regulatory filings in the United States or other jurisdictions as may be reasonably necessary or desirable in connection with the completion of the Arrangement. Novamind shall provide to Numinus all information regarding Novamind and its affiliates as required by applicable securities Laws in connection with such filings. Novamind shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, Parent technical or other expert information required to be included in such filings and to the Company, as the case may be, shall promptly inform the other party identification in such filings of each such occurrence and cooperate in filing with any government officials, such amendment or supplementadvisor.