S-4. The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
S-4. The S-4 Registration Statement shall have become effective under the Securities Act. No stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued, and no proceedings for that purpose shall have been initiated or be threatened, by the SEC.
S-4. The S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order.
S-4. Section 2.5..............10 SEC.........................................Section 2.4(a)...........10
S-4. 13 SEC.....................................................................1
S-4. The S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and the Proxy Statement shall not be at the Effective Time subject to any proceedings commenced or threatened by the SEC.
S-4. 22 SAS............................................................. 59 SEC............................................................. 21
S-4. Section 1.1(h)....................... 5 Schedule 14D-9......................... Section 1.2(b)....................... 7 SEC.................................... Section 1.1(h)....................... 5
S-4. 3.4.......................... 9 SEC.............................................................. 3.1.......................... 7
S-4. (a) RoweCom and NewsEdge will cooperate in the preparation of the S-4, and RoweCom will file it with the SEC. The parties will use their best reasonable efforts to have the S-4 declared effective by the SEC as promptly as practicable.
(b) Each of RoweCom and NewsEdge will promptly:
(i) provide the other with drafts of all correspondence intended to be sent to the SEC in connection with the S-4, the Merger, or the other transactions contemplated by this Agreement, and will permit the other a reasonable opportunity to comment thereon prior to delivery to the SEC;
(ii) notify the other promptly of the receipt of any comments of or requests by the SEC or any governmental official with respect to the S-4, the Merger, or the other transactions contemplated by this Agreement;
(iii) provide the other with copies of correspondence between such party and its representatives, on the one hand, and the SEC or members of its staff or any other appropriate governmental officials, on the other hand, with respect to the S-4, the Merger, or the other transactions contemplated by this Agreement;
(iv) use its best reasonable efforts to obtain and provide the information requested to be included in the S-4, to respond promptly to any comments made by the SEC or any other governmental official with respect to the S-4, the Merger, or the other transactions contemplated by this Agreement, and to cause the applicable proxy statement contained within the S-4 to be mailed to its stockholders at the earliest practicable time;
(v) advise the other of receiving notice of the time when the Registration Statement has become effective, of the issuance or any stop order, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the S-4 or for any additional information; and
(vi) provide the other with copies of all documents of the types referred to in the definition of its "SEC Reports" that are filed by it with the SEC after the date hereof and prior to the Closing.
(c) Each of RoweCom and NewsEdge warrants that none of the information provided or to be provided by it for inclusion in the S-4 will, at the time the S-4 is declared effective, or as of the time the proxy statement/prospectus is mailed to its or the other's stockholders, or as of the times of the respective meetings of its and the other's stockholders held in accordance with Section 7.2, contain any untrue statement of a material fact or omit to state ...
