Required Filings and Approvals. 7.4.1 As promptly as practicable after the date of this Agreement, the Company will, and will cause each Company Subsidiary to, make all filings required to be made by it in order to consummate the transactions contemplated by this Agreement, if applicable. Between the date of this Agreement and the Closing Date, the Company will, and will cause each Company Subsidiary to, (a) cooperate with the Acquiror with respect to all filings that the Acquiror elects to make or is required to make in connection with the transactions contemplated by this Agreement, and (b) cooperate with the Acquiror in obtaining any consents or approvals required to be obtained by the Acquiror in connection herewith. 7.4.2 Without limiting the foregoing, the Company and the Shareholders shall promptly furnish to the Acquiror any information reasonably requested by the Acquiror in connection with the preparation, filing and mailing of the Schedule 14(f) Filing, including, without limitation, information concerning the Acquired Companies, the Shareholders and the Company Nominees. The Company and each Shareholder, severally and not jointly, represent and warrant to the Acquiror that the information supplied by the Company and each Shareholder for inclusion in the Schedule 14(f) Filing will not, on the date the Schedule 14(f) Filing is filed with the Commission or first mailed to the stockholders of the Acquiror, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. If, at any time prior to the Closing Date, any information should be discovered by the Company or any Shareholder which should be set forth in an amendment to the Schedule 14(f) Filing so that such Schedule 14(f) Filing would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company or such Shareholder, as the case may be, shall promptly notify the Acquiror.
Appears in 3 contracts
Samples: Share Exchange Agreement (Trident Rowan Group Inc), Share Exchange Agreement (Purple Mountain Holding Ltd.), Share Exchange Agreement (Trident Rowan Group Inc)
Required Filings and Approvals. 7.4.1 As promptly as practicable after the date of this Agreement, the Company will, and will cause each Company Subsidiary to, make all filings required to be made by it in order to consummate the transactions contemplated by this Agreement, if applicable. Between the date of this Agreement and the Closing Date, the Company will, and will cause each Company Subsidiary to, (a) cooperate with the Acquiror with respect to all filings that the Acquiror elects to make or is required to make in connection with the transactions contemplated by this Agreement, and (b) cooperate with the Acquiror in obtaining any consents or approvals required to be obtained by the Acquiror in connection herewith.
7.4.2 Without limiting the foregoing, the Company and the Shareholders shall promptly furnish to the Acquiror any information reasonably requested by the Acquiror in connection with the preparation, filing and mailing of the Schedule 14(f) Filing, including, without limitation, information concerning the Acquired Companies, the Shareholders Companies and the Company NomineesShareholders. The Company and each Shareholder, severally and not jointly, represent and warrant to the Acquiror that the information supplied by the Company and each Shareholder for inclusion in the Schedule 14(f) Filing will not, on the date the Schedule 14(f) Filing is filed with the Commission or first mailed to the stockholders of the Acquiror, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. If, at any time prior to the Closing Date, any information should be discovered by the Company or any Shareholder which should be set forth in an amendment to the Schedule 14(f) Filing so that such Schedule 14(f) Filing would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company or such Shareholder, as the case may be, shall promptly notify the Acquiror.
Appears in 3 contracts
Samples: Share Exchange Agreement (Bas Consulting Inc), Share Exchange Agreement (Techedge Inc), Share Exchange Agreement (Techedge Inc)
Required Filings and Approvals. 7.4.1 8.4.1 As promptly as practicable after the date of this Agreement, the Company will, and will cause each Company Subsidiary to, make all filings required to be made by it in order to consummate the transactions contemplated by this Agreement, if applicable. Between the date of this Agreement and the Closing Date, the Company will, and will cause each Company Subsidiary to, (a) cooperate with the Acquiror with respect to all filings that the Acquiror elects to make or is required to make in connection with the transactions contemplated by this Agreement, and (b) cooperate with the Acquiror in obtaining any consents or approvals required to be obtained by the Acquiror in connection herewith.
7.4.2 8.4.2 Without limiting the foregoing, the Company and the Shareholders Shareholder shall promptly furnish to the Acquiror any information reasonably requested by the Acquiror in connection with the preparation, filing and mailing of the Schedule 14(f) Filing, including, without limitation, information concerning the Acquired Companies, the Shareholders Shareholder and the Company Nominees. The Company Shareholder and each ShareholderCMN Management, severally and not jointly, represent and warrant to the Acquiror that the information supplied by the Company and each Shareholder for inclusion in the Schedule 14(f) Filing will not, on the date the Schedule 14(f) Filing is filed with the Commission or first mailed to the stockholders of the Acquiror, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. If, at any time prior to the Closing Date, any information should be discovered by the Company Company, the Shareholder or any Shareholder member of CMN Management which should be set forth in an amendment to the Schedule 14(f) Filing so that such Schedule 14(f) Filing would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company Shareholder or such ShareholderCMN Management, as the case may be, shall promptly notify the Acquiror.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Metaphor Corp.), Sale and Purchase Agreement (Metaphor Corp.)
Required Filings and Approvals. 7.4.1 7.4.1. As promptly as practicable after the date of this Agreement, the Company willshall, and will shall cause each Company Subsidiary to, make all filings required to be made by it in order to consummate the transactions contemplated by this Agreement, if applicable. Between the date of this Agreement and the Closing Date, the Company willshall, and will shall cause each Company Subsidiary to, (a) cooperate with the Acquiror with respect to all filings that the Acquiror elects to make or is required to make in connection with the transactions contemplated by this Agreement, and (b) cooperate with the Acquiror in obtaining any consents or approvals required to be obtained by the Acquiror in connection herewith.
7.4.2 7.4.2. Without limiting the foregoing, the Company and the Shareholders shall promptly furnish to the Acquiror any information reasonably requested by the Acquiror in connection with the preparation, filing and mailing of the Schedule 14(fAcquiror's proxy statement (the "Acquiror Proxy") Filingfor a meeting of its stockholders to consider, among other things, the Required Acquiror Stockholder Actions, including, without limitation, information concerning the Acquired Companies, the Shareholders and the Company Nominees. The Company and each Shareholder, severally and not jointly, represent represents and warrant warrants to the Acquiror that the information supplied by the Company and each Shareholder for inclusion in the Schedule 14(f) Filing Acquiror Proxy will not, on the date the Schedule 14(f) Filing Acquiror Proxy is filed with the Commission or first mailed to the stockholders of the Acquiror, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. If, at any time prior to the Closing Date, any information should be discovered by the Company or any Shareholder which should be set forth in an amendment to the Schedule 14(f) Filing Acquiror Proxy so that such Schedule 14(f) Filing Acquiror Proxy would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company or such Shareholder, as the case may be, shall promptly notify the Acquiror.
Appears in 2 contracts
Samples: Share Exchange Agreement (Phantom Fiber Corp), Share Exchange Agreement (Phantom Fiber Corp)
Required Filings and Approvals. 7.4.1 As promptly as practicable after the date of this Agreement, the Company will, and will cause each Company Subsidiary to, make all filings required to be made by it in order to consummate the transactions contemplated by this Agreement, if applicable. Between the date of this Agreement and the Closing Date, the Company will, and will cause each Company Subsidiary to, (a) cooperate with the Acquiror DFT with respect to all filings that the Acquiror DFT elects to make or is required to make in connection with the transactions contemplated by this Agreement, and (b) cooperate with the Acquiror DFT in obtaining any consents or approvals required to be obtained by the Acquiror DFT in connection herewith.
7.4.2 Without limiting the foregoing, the Company and the Shareholders JV Participants shall promptly furnish to the Acquiror DFT any information reasonably requested by the Acquiror DFT in connection with the preparation, filing and mailing of the Schedule 14(f) FilingProxy Statement, including, without limitation, information concerning the Acquired Companies, the Shareholders Company and the Company NomineesJV Participants. The Company and each ShareholderJV Participant, severally and not jointly, represent and warrant to the Acquiror DFT that the information supplied in writing by the Company and each Shareholder JV Participant expressly for inclusion in the Schedule 14(f) Filing Proxy Statement will not, on the date the Schedule 14(f) Filing Proxy Statement is filed with the Commission or first mailed to the stockholders of the AcquirorDFT, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. If, at any time prior to the Closing Date, any information should be discovered by the Company or any Shareholder JV Participant which should be set forth in an amendment to the Schedule 14(f) Filing Proxy Statement so that such Schedule 14(f) Filing Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company or such ShareholderJV Participant, as the case may be, shall promptly notify the AcquirorDFT.
Appears in 1 contract
Samples: Securities Exchange Agreement (Deep Field Technologies, Inc.)
Required Filings and Approvals. 7.4.1 As promptly as practicable after the date of this Agreement, the Company will, and will cause each Company Subsidiary to, make all filings required to be made by it in order to consummate the transactions contemplated by this Agreement, if applicable. Between the date of this Agreement and the Closing Date, the Company will, and will cause each Company Subsidiary to, (a) cooperate with the Acquiror DFT with respect to all filings that the Acquiror DFT elects to make or is required to make in connection with the transactions contemplated by this Agreement, and (b) cooperate with the Acquiror DFT in obtaining any consents or approvals required to be obtained by the Acquiror DFT in connection herewith.
7.4.2 Without limiting the foregoing, the Company and the Shareholders JV Participants shall promptly furnish to the Acquiror DFT any information reasonably requested by the Acquiror DFT in connection with the preparation, filing and mailing of the Schedule 14(f) FilingInformation Statement, including, without limitation, information concerning the Acquired Companies, the Shareholders Company and the Company NomineesJV Participants. The Company and each ShareholderJV Participant, severally and not jointly, represent and warrant to the Acquiror DFT that the information supplied in writing by the Company and each Shareholder JV Participant expressly for inclusion in the Schedule 14(f) Filing any Information Statement will not, on the date the Schedule 14(f) Filing Information Statement is filed with the Commission or first mailed to the stockholders of the AcquirorDFT, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading. If, at any time prior to the Closing Date, any information should be discovered by the Company or any Shareholder JV Participant which should be set forth in an amendment to the Schedule 14(f) Filing Information Statement so that such Schedule 14(f) Filing Information Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company or such ShareholderJV Participant, as the case may be, shall promptly notify the AcquirorDFT.
Appears in 1 contract
Samples: Securities Exchange Agreement (Deep Field Technologies, Inc.)