Preparation of S. 4 and the Proxy Statement. Each of Parent and the Company shall cooperate and as promptly as practicable jointly prepare and Parent shall file with the SEC as promptly as practicable the S-4 under the Securities Act with respect to the Share Issuance. A portion of the S-4 shall serve as a prospectus with respect to the Share Issuance and as the Proxy Statement in connection with the vote of the stockholders of the Company with respect to the Merger and the vote of the stockholders of Parent with respect to the Share Issuance. Parent will cause the S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder and the Company will cause the Proxy Statement, to the extent it relates to such Party, to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Parent and the Company will, and will cause their respective accountants and lawyers to, use all reasonable best efforts to have or cause the S-4 declared effective as promptly as practicable after filing with the SEC, including, without limitation, causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities Laws or otherwise in connection with the registration process (other than qualifying to do business in any jurisdiction which it is not now so qualified or to file a general consent to service of process in any jurisdiction). Each of the Company and Parent shall, as promptly as practicable after the receipt thereof, provide to the other Party copies of any written comments and advise the other Party of any oral comments, with respect to the Proxy Statement or the S-4 received from the staff of the SEC. Each of the Company and Parent will provide the other Party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing with the SEC and will provide the other Party with a copy of all such filings with the SEC. Each of Parent and the Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders at the earliest practicable date.
Preparation of S. 4 and the Proxy Statement. IPIX and bamboo shall promptly prepare and file with the SEC the Proxy Statement, and the parties shall prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of the parties shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. The parties shall also use their reasonable best efforts to take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of bamboo Shares in the Merger and upon the exercise of IPIX Stock Options and bamboo Stock Options. Each party shall furnish all information concerning such party and the shareholders and holders of stock options of such party as may be reasonably requested in connection with any such action. IPIX and bamboo agree that the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of shareholders of IPIX and bamboo, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of circumstances under which they were made, not misleading.
Preparation of S. 4 and the Proxy Statement. ------------------------------------------ Parent and the Company shall promptly prepare and file with the SEC the Proxy Statement, and Parent shall prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and upon the exercise of Company Stock Options, and the Company shall furnish all information concerning the Company and the holders of Shares as may be reasonably requested in connection with any such actions.
Preparation of S. 4 and the Proxy Statement. Parent and the Company will, as promptly as practicable, jointly prepare and file with the SEC the Proxy Statement in connection with the vote of the stockholders of the Company with respect to the Merger. Promptly following receipt of notification from the SEC that it has no further comments on the Proxy Statement, or at such earlier time as Parent may elect, Parent shall prepare and file with the SEC the S-4, containing a proxy statement/prospectus, and forms of proxy, in connection with the registration under the Securities Act of the shares of Parent Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby. Parent and the Company will, and will cause their accountants and lawyers to, use all reasonable best efforts to have or cause the S-4 declared effective as promptly as practicable after filing with the SEC, including, without limitation, causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities Laws or otherwise in connection with the registration process (other than qualifying to do business in any jurisdiction which it is not now so qualified or to file a general consent to service of process in any jurisdiction). The Company and Parent shall, as promptly as practicable after the receipt thereof, provide to the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement or the S-4 received from the staff of the SEC. The Company will provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing with the SEC and will provide Parent with a copy of all such filings with the SEC. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders at the earliest practicable date.
Preparation of S. 4 and the Proxy Statement. Bakex Xxxhxx xxx Drilex shall promptly prepare and file with the SEC the Proxy Statement and Bakex Xxxhxx xxxll prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of Bakex Xxxhxx xxx Drilex shall use its best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of Drilex and Bakex Xxxhxx xxxll use its best efforts to cause the Proxy Statement to be mailed to stockholders of Drilex at the earliest practicable date. Bakex Xxxhxx xxxll use its best efforts to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Bakex Xxxhxx Xxxmon Stock in the Merger and upon the exercise of Drilex Stock Options (as defined in Section 5.10) and Drilex shall furnish all information concerning Drilex and the holders of Drilex Common Stock as may be reasonably requested in connection with obtaining such permits, approvals and registrations. 5.2
Preparation of S. 4 and the Proxy Statement. Schlumberger and Camco shall promptly prepare and file with the SEC the Proxy Statement and Schlumberger shall prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of Schlumberger and Camco shall use its best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of Camco and Schlumberger shall use its best efforts to cause the Proxy Statement to be mailed to stockholders of Camco at the earliest practicable date. Schlumberger shall use its best efforts to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of Schlumberger Common Stock in the Merger and upon the exercise of Camco Stock Options and Camco shall furnish all information concerning Camco and the holders of Camco Common Stock as may be reasonably requested in connection with obtaining such permits, approvals and registrations.
Preparation of S. 4 and the Proxy Statement. The Company and Parent shall diligently work together and promptly prepare and file with the SEC the Proxy Statement and the S-4, respectively. Each of Parent and the Company shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and upon the exercise of Company Stock Options, and the Company shall furnish all information concerning the Company and the holders of Shares as may be reasonably requested in connection with any such action. Section 4.3.
Preparation of S. 4 AND THE PROXY STATEMENT. Sierra and PCA shall promptly prepare and file with the SEC the Proxy Statement and Sierra shall prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of Sierra and PCA shall use its best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. Sierra shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Sierra Common Stock in the Merger and upon the exercise of PCA Stock Options (as defined in Section 5.7), and PCA shall furnish all information concerning PCA and the holders of PCA Common Stock as may be reasonably requested in connection with any such action.
Preparation of S. 4 and the Proxy Statement. The Company and Parent shall promptly prepare and file with the SEC the Proxy Statement and Parent shall promptly prepare and file with the SEC the S-4 in which the Proxy Statement will be included. Each of Parent and the Company shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of Shares as may be reasonably requested in connection with any such action. Each of the Company and Parent agree that the information supplied or to be supplied by it for inclusion or incorporation by reference in the S-4 will not, at the time it is filed with the SEC and at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or on it to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
Preparation of S. 4 and the Proxy Statement. SLH shall promptly prepare and file with the SEC the Proxy Statement and the S-4, in which the Proxy Statement will be included as a prospectus. SLH shall use its commercially reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. SLH shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to stockholders of SLH at the earliest practicable date. Syntroleum shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to stockholders of Syntroleum at the earliest practicable date. SLH shall use its commercially reasonable efforts to obtain all necessary state securities laws or "blue sky" permits, approvals and registrations in connection with the issuance of SLH Common Stock in the Merger and upon the exercise of Syntroleum Stock Options (as defined herein). Syntroleum shall furnish all information concerning Syntroleum and the holders of Syntroleum Common Stock, including financial statements required by Form S-4 and the proxy rules under the Exchange Act as may be reasonably requested in connection with obtaining such permits, approvals and registrations.
