Required SEC Filings. The Purchaser acknowledges that within 10 days after the Closing, it will be required to file an amended Schedule 13D or Schedule 13G, as appropriate, and a Form 4 with the Securities and Exchange Commission.
Required SEC Filings. Senz-It will use its best efforts to ensure that the Shareholders prepare and timely file all filings required under Section 16 and Rule 13d-1 of the Securities Exchange Act of 1934.
Required SEC Filings. The Purchaser will within fifteen (15) days of the execution of this Agreement, or as soon as practicable thereafter, file all required documents with the SEC including without limitation beneficial ownership forms, etc. as may be required, to the extent such form(s) are required.
Required SEC Filings. Purchaser acknowledges that the transactions contemplated herein may result in Purchaser becoming subject to certain public reporting and filing requirements under federal and state securities laws based upon its level of equity ownership in the Company. From and after the date hereof, Purchaser shall use commercially reasonable efforts to timely file all such required reports and filings arising from its level of ownership in the Company, including pursuant to Regulation 13D or Section 16 of the Exchange Act, as applicable, for as long as Purchaser’s ownership levels require the filing of such reports.
Required SEC Filings. Each document required to be filed by the Company with the SEC or distributed or otherwise disseminated to the Company’s stockholders in connection with the Transactions, including the Schedule 13E-3 (and the Proxy Statement included therein), to be filed or furnished with the SEC or distributed or otherwise disseminated to the Company stockholders in connection with the Merger, and any amendments or supplements thereto (the “Company Disclosure Documents”), when filed, furnished, distributed, or disseminated, as applicable, (a) will comply as to form in all material respects with the requirements of Applicable Law, including the Exchange Act, to the extent applicable, and (b) will not contain any untrue statement of a 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 were made, not misleading. No representation or warranty is made by the Company to such portions of the Company Disclosure Documents that relate expressly to Parent or Merger Sub for inclusion or incorporation by reference therein.
Required SEC Filings. Each document required to be filed by Parent or Merger Sub with the SEC or distributed or otherwise disseminated to the Company’s stockholders in connection with the Transactions, including the Schedule 13E-3, to be filed or furnished with the SEC or distributed or otherwise disseminated to the Company stockholders in connection with the Merger, and any amendments or supplements thereto, when filed, furnished, distributed, or disseminated, as applicable, (a) will comply as to form in all material respects with the requirements of Applicable Law, including the Exchange Act, to the extent applicable, and (b) will not contain any untrue statement of a 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 were made, not misleading.
Required SEC Filings. (a) [RESERVED]
(b) [RESERVED]
(c) [RESERVED]
(d) [RESERVED]
Required SEC Filings. Seller has filed all forms, reports and documents required to be filed with the SEC and has made available to the Buyer copies of (i) its Annual Report on Form 10-KSB for the fiscal years ended December 31, 1995 and December 31, 1996, (ii) its Quarterly Reports on Form 10-QSB for the xxxxxxx xxxxx Xxxxx 00, June 30 and September 30, 1997, (iii) all proxy statements relating to Seller's meetings of stockholders (whether annual or special) since December 31, 1996, (iv) all other reports or registration statements filed by Seller with the SEC since December 31, 1996, and (v) all amendments and supplements to all such reports and registration statements filed by Seller with the SEC pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") or the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") ((i)-(v) collectively, the "Seller SEC Reports"). Except as disclosed in SCHEDULE 3.24, the Seller SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a subsequent filing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Required SEC Filings. (a) As promptly as reasonably practicable (but in no event later than twenty (20) Business Days) after the delivery of the Stockholder Consent, the Company shall prepare and file with the SEC a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act concerning the Stockholder Consent and the Merger, (ii) the notice of action by written consent required by Section 228(e) of the DGCL and (iii) the notice of availability of appraisal rights and related disclosure required by Section 262 of the DGCL (including all exhibits and any amendments or supplements thereto, the “Information Statement”). The Company, Parent and Merger Sub shall cooperate to, concurrently with the preparation and filing of the Information Statement, jointly prepare and file with the SEC the Rule 13E-3 transaction statement on Schedule 13E-3 with respect to the Transactions, including the Stockholder Consent and the Merger (including all exhibits and any amendments or supplements thereto, the “Schedule 13E-3”).
(b) The Company shall use its reasonable best efforts so that the Information Statement will comply in all material respects with the requirements of the Exchange Act. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts so that the Schedule 13E-3 will comply in all material respects with the requirements of the Exchange Act. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond (with the assistance of, and after consultation with, each other as provided by this Section 6.5(b)) promptly to any comments of the SEC with respect to the Information Statement and the Schedule 13E-3 and to promptly resolve comments from the SEC. Each of the Company, Parent and Merger Sub shall furnish all information concerning such party or its Affiliates (as applicable) to the others as may be reasonably requested in connection with the preparation, filing and distribution of the Information Statement and the Schedule 13E-3 and the resolution of comments with respect thereto from the SEC. Each of the Company, Parent and Merger Sub shall promptly notify the other Parties upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for calls or meetings relating to, or any amendments or supplements to, the Information Statement or the Schedule 13E-3, and shall provide such other parties wit...
Required SEC Filings. EXSI shall make all required filings on a timely basis with the SEC or any other state, federal or local regulatory body, including, without limitation, making all filings under the Securities Act and the Exchange Act on a timely basis so as to maintain EXSI’s status as a reporting company in good standing under the Exchange Act.
