Registration Statement on Form S. 8. San Xxxxxxxx shall engage the services of a competent professional to prepare and file a Registration Statement on Form S-8 with the Commission to cover the Shares to be issued under the Plan; shall cooperate with such professional in every manner whatsoever to the extent reasonably required or necessary so that such Registration Statement shall be competently prepared, which such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and which such Registration Statement shall become effective immediately upon its filing; such Registration Statement shall be prepared at the sole cost and expense of San Xxxxxxxx; and San Xxxxxxxx will provide to [Consultant] prior to the issuance and delivery of the Shares a copy of such Registration Statement, the Compensation Plan adopted by its Board of Directors, all quarterly, annual or current reports or other documents incorporated by reference into such Registration Statement and any other similar reports filed or publicly disseminated following the effective date of any such Registration Statement.
Registration Statement on Form S. 3. As of the date hereof, the ---------------------------------- Purchaser is aware of no events, actions or conditions which would prevent the Purchaser from being able to comply with the provisions of Section 11.1(a) of this Agreement, and will use its best efforts to continue to be eligible to comply with the provisions of Section 11.1(a).
Registration Statement on Form S. 8. Pandora's shall engage the services of a competent professional to prepare and file a Registration Statement on Form S-8 with the Commission to cover the shares of common stock to be issued under the Plan; shall cooperate with such professional in every manner whatsoever to the extent reasonably required or necessary so that such Registration Statement shall be competently prepared, which such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and which such Registration Statement shall become effective immediately upon its filing; such Registration Statement shall be prepared at the sole cost and expense of Pandora's; and Pandora's will provide to the Consultants prior to the issuance and delivery of any such shares of common stock a copy of such Registration Statement, the Compensation Plan adopted by its Board of Directors, all quarterly, annual or current reports or other documents incorporated by reference into such Registration Statement and any other similar reports filed or publicly disseminated following the effective date of any such Registration Statement.
Registration Statement on Form S. 3. The Purchaser will use its best efforts to meet the requirements for eligibility set forth in paragraph A. of the General Instructions to Form S-3, as promulgated by the U.S. Securities and Exchange Commission in fulfilling its obligations under Section 11 hereof.
Registration Statement on Form S. 8. Following the consummation of an initial public offering of the common stock of Employer (the "IPO"), Employer undertakes to file a Registration Statement on Form S-8 (the "Form S-8") to register the shares of common stock issuable upon exercise of the options. Employer shall use its reasonable good faith efforts to file the Form S-8 on or before the date that is six months after the consummation of the IPO.
Registration Statement on Form S. 4
(a) Purchaser shall cause, and Target shall cooperate with Purchaser to cause, to be filed as soon as reasonably practicable after the date hereof with the SEC a Registration Statement on Form S-4 with respect to the offer and issuance of Purchaser Common Stock and Purchaser Series A Preferred Stock in the Merger (the "REGISTRATION STATEMENT"). Each of Purchaser and Target shall use its reasonable best efforts to cause the Registration Statement to comply with applicable law and rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Each of Purchaser and Target shall promptly furnish to the other all information concerning itself, its stockholders and its affiliates that may be required or reasonably requested in connection with any action contemplated in this SECTION 8.2. If any event relating to Purchaser or Target occurs, or if Purchaser or Target becomes aware of any information, that should be disclosed in an amendment or supplement to the Registration Statement, Purchaser or Target, as applicable, shall inform the other thereof and shall cooperate with the other in filing such amendment or supplement with the SEC, and if appropriate, in mailing such amendment or supplement to the Stockholders. Purchaser will notify Target promptly upon the receipt of any comments from the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement or additional information and will supply Target with copies of all correspondence between Purchaser or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement or the Merger. Each of Target and Purchaser and its representatives will cooperate as requested by the other in connection with responding to any such comments or requests.
(b) Following the execution of this Agreement, Purchaser shall prepare and file with the NYSE listing applications for the listing of securities on NYSE covering the shares of Purchaser Common Stock issuable in the Merger or upon exercise of the Purchaser Options, and use its reasonable best efforts to obtain, prior to the Effective Time, approval for the listing of such shares of Purchaser Common Stock, subject only to official notice of issuanc...
Registration Statement on Form S. 8. Acquiror shall file a registration statement on Form S-8 for the shares of Acquiror Common Stock issuable with respect to assumed Company Options promptly after the Effective Time, if such shares are not otherwise covered by an effective registration statement on Form S-8.
Registration Statement on Form S. 8. Parent shall file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Options promptly after the Effective Time.
Registration Statement on Form S. 4. The S-4 will comply in all material respects with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, (as applicable) and the rules and regulations of the Securities and Exchange Commission thereunder applicable to the S-4 and neither the S-4, as of its effective date, or the Proxy Statement, as of the Effective Time, will contain 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 the circumstances under which they were made, not misleading (in each case, excluding for such purposes information relating to the Company and its Subsidiaries).
Registration Statement on Form S. 3. The Parent shall use its best efforts to file with the Securities and Exchange Commission within five (5) business days of the Effective Date, a registration statement on Form S-3 with respect to shares of the Common Stock of the Parent constituting the Stock Consideration and an additional 60,000 shares to be held in reserve by the Buyer and the Parent for the purpose of satisfying any obligation to pay any additional amounts pursuant to Sections 9.1 and 9.2 above. The Parent will use commercially reasonable efforts to maintain the effectiveness of such registration statement through December 31, 2003.
