Registration Statement on Form S-4. (a) Each of Pinnacle and Quest shall cooperate and promptly prepare, and Pinnacle and Quest shall file with the SEC, as soon as practicable, the Form S-4 under the Securities Act with respect to the shares of Quest Common Stock issuable in connection with the Merger, a portion of which Form S-4 shall also serve as the joint proxy statement with respect to the meetings of the stockholders of Pinnacle and of Quest in connection with the transactions contemplated by this Agreement. The respective parties will cause the Proxy Statement/ Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Pinnacle and Quest shall use its reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Pinnacle and Quest shall use its reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or “Blue Sky” permits or approvals required to carry out the transactions contemplated by this Agreement. Each party will advise the others, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Quest Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC.
(b) Pinnacle and Quest shall each use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as promptly as practicable af...
Registration Statement on Form S-4. As soon as practicable hereafter, Cantel shall file with the SEC (i) a registration statement on Form S-4 (the "S-4") covering the issuance of the Cantel Shares to holders of Converted MediVators Shares in the Merger. Cantel shall use its best efforts to cause the S-4, and each blue sky filing to become effective as soon as practicable. The S-4 shall include a joint proxy statement (the "Proxy Statement") with respect to a Special Meeting of Stockholders of MediVators (the "MediVators Special Meeting") and an Annual Meeting of Stockholders of Cantel (the "Cantel Annual Meeting") contemplated by Section 8.8 hereof. The MediVators Special Meeting and the Cantel Annual Meeting are collectively referred to herein as the "Stockholder Meetings." MediVators and Cantel agree to cooperate in connection with the preparation and filing of the S-4. Without limiting the generality of the foregoing, each of MediVators and Cantel agrees to furnish, and to cause its independent public accountants and attorneys to furnish, Cantel's and MediVators counsel and accountants, as the case may be, promptly with such information as they may reasonably request in order to complete the preparation and filing of the S-4, and any amendments thereto.
Registration Statement on Form S-4. (a) Each of Santa Fe and Global shall cooperate and promptly prepare, and Santa Fe shall file with the SEC, as soon as practicable, a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act with respect to the Santa Fe Ordinary Shares issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the stockholders of Santa Fe and of Global in connection with the transactions contemplated by this Agreement (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations
Registration Statement on Form S-4. (a) Each of Universal and Hanover shall cooperate and promptly prepare, and Holdco, Universal and Hanover shall file with the SEC, as soon as practicable, a Registration Statement on Form S-4 (the “Form S-4”) under the Securities Act with respect to the shares of Holdco Common Stock issuable in connection with the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the stockholders of Universal and of Hanover in connection with the transactions contemplated by this Agreement (the “Proxy Statement/Prospectus”). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Holdco, Universal and Hanover shall use its reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers and the transactions contemplated
Registration Statement on Form S-4. Upon receipt of shareholder and regulatory approval, Athena Gold agrees to exercise reasonable effort to cause Xxxxxx Xxxx to prepare and file an S-4 Registration Statement with the Securities and Exchange Commission. The Registration Statement will register under the Securities Act of 1933, as amended, the issuance of shares of common stock of Athena BC to be issued to the shareholders of Athena Gold in the Amalgamation.
Registration Statement on Form S-4. The registration statement on Form S-4 (the ‘Form S-4”) filed with the Securities and Exchange Commission (the “SEC”) relating to the issuance of the OP Units shall have been declared effective by the SEC and shall not have been subjected to any stop order or other suspension of effectiveness.
Registration Statement on Form S-4. As promptly as reasonably practicable after the date of this Agreement, Parent shall file a registration statement on Form S-4 (or any similar successor form thereto) with the SEC in connection with the issuance of shares of Parent Common Stock in the Merger, together with a proxy statement/prospectus to be filed with the SEC as part of the registration statement on Form S-4. Each of the Company and Parent will provide each other with any information which may be required in connection with the preparation and filing of the proxy statement/prospectus and the registration statement on Form S-4. Each of the Company and Parent will respond to any comments of the SEC, will use its respective reasonable best efforts to have the registration statement on Form S-4 declared Page 57 – Agreement and Plan of Merger and Reorganization effective under the Securities Act as promptly as practicable after such filing and the Company and Parent will cause the proxy statement/prospectus to be mailed to the Company Shareholders at the earliest practicable time after the registration statement on Form S-4 is declared effective by the SEC. Each of the Company and Parent will notify the other promptly (a) upon the occurrence of any event which is required to be set forth in an amendment or supplement to the proxy statement/prospectus or the registration statement on Form S-4 or (b) upon the receipt of any comments from the SEC or its staff or any request by the SEC or its staff for amendments or supplements to proxy statement/prospectus or the registration statement on Form S-4 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 the SEC or its staff on the other hand, with respect to the proxy statement/prospectus or the registration statement on Form S-4.
Registration Statement on Form S-4. In the event that the Commissioner does not issue a permit with respect to the exchange of securities in the Merger as contemplated by Section 1.6 hereof, or if for any reason the shares of Acquirer Common Stock to be issued in the Merger are not freely tradable (subject only to the restrictions imposed by SEC Rule 145(d) on former affiliates of Target and the underwriter lock-up agreement and resale restriction agreement described in Section 8.12 hereof), Acquirer shall register the shares of Acquirer Common Stock to be issued in the Merger (along with certain other business combinations) pursuant to a Registration Statement on Form S-4 as promptly as practicable. In the event the Acquirer is required to register the shares of Acquirer Common Stock as set forth in this Section 5.9, (a) it shall be a condition to each party's obligations hereunder that on or before the Closing, the SEC shall have declared the Registration Statement effective and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, (b) notwithstanding Section 9.1(b) herein, the Final Date (as defined in Section 9.1(b)) shall be extended to September 30, 2000 and (c) the closing conditions set forth in Sections 7.6 and 8.4 shall be deemed satisfied upon satisfaction of the new condition described in clause (a) above.
Registration Statement on Form S-4. The Form S-4 shall have become effective in accordance with the provisions of the Securities Act. No stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced or threatened. All necessary state securities or blue sky authorizations shall have been received.
Registration Statement on Form S-4. The Form S-4 shall not, at the time it is delivered to stockholders or is declared effective by the SEC or at the Effective Time, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent, Acquisition and Newco make no representation or warranty with respect to any information provided by the Company, its subsidiaries and/or their auditors, attorneys, financial advisors or consultants specifically for use in the Form S-4. The Form S-4 will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the rules and regulations thereunder.
