Rule 14f Sample Clauses

Rule 14f. 1. GFI shall promptly take all actions necessary to effect the appointment of BGCP’s designees, including, if not filed prior to the date of this Agreement, filing and transmitting to its stockholders, by no later than on the date of this Agreement (or, if the date of this Agreement is not a date on which the SEC accepts filings, the next succeeding day on which such filing may be made), information with respect to GFI and its officers and directors substantially in the form set forth on Exhibit C (with such changes as may be mutually agreed by BGCP and GFI, it being agreed that any changes by BGCP in connection with a change to any of BGCP’s designated nominees shall be acceptable), as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.4. BGCP shall supply to GFI in writing any information with respect to itself and its nominees, officers, directors and affiliates, to the extent required by Section 14(f) and Rule 14f-1 and not already set forth in Exhibit C. The provisions of this Section 1.4 are in addition to and shall not limit any rights that BGCP, Purchaser or any of their Affiliates may have as a holder or beneficial owner of Shares of GFI Common Stock as a matter of applicable Law with respect to the election of directors or otherwise.
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Rule 14f. 1 Information Statement. Forthwith, upon execution of the Original Agreement and prior to the Closing, the Purchaser shall use its commercially reasonable efforts to prepare on behalf of the Company, to file the same with the SEC and to mail to its shareholders an information statement pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, that will inform the shareholders of the Company of the pending change of directors of Company described in the Public Transaction Agreement referenced in Section 6.1 below. The Company and Seller shall cooperate with Purchaser in a commercially reasonable manner to effect such preparation and filing. Such filings shall be subject to the prior written or faxed approval of the Company. The Company's right to approve or disapprove shall in each instance be deemed waived if not received by Purchaser within two (2) business day's faxed delivery thereof to the Company.
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Rule 14f. 1. The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3 which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. The provisions of this Section 1.3 are in addition to and shall not limit any rights that Parent, Merger Sub or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of applicable Law with respect to the election of directors or otherwise.
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Rule 14f. 1. As promptly as practicable following the date of this Agreement, the Company agrees that it shall comply with, and the Xxxxxxxx Parties agree that they shall cause the Company to comply with, the requirements of Rule 14f-1 under the Securities Exchange Act of 1934, as amended.
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Related to Rule 14f

  • Exchange Act “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

  • Rule 144 Sales (a) The Company covenants that it will file the reports required to be filed by the Company under the Securities Act and the Exchange Act, so as to enable any Holder to sell Registrable Securities pursuant to Rule 144 under the Securities Act.

  • Rule 144 Sale Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the registration of Registrable Securities held by any Holder (i) where such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed under Rule 144 as may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, and (ii) where the number of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate within the meaning of Rule 144).

  • Securities Act and Exchange Act The Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the Prospectus.

  • Rule 144; Rule 144A With a view to making available to Treasury and Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to:

  • Rule 144 and Rule 144A For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

  • Securities Act “Securities Act” shall mean the Securities Act of 1933, as amended.

  • Rule 144 Reporting With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

  • RULE 144A AND RULE 144 The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

  • Securities Exchange Act The term “

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