S-4 Registration Statement. 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 Registration Statement. The Registration Statement on Form S-4 registering the shares of common stock of INFOCURE to be issued pursuant to this Agreement and certain other acquisitions and mergers becomes effective.
S-4 Registration Statement. The S-4 Registration Statement shall be -------------------------- effective under the Securities Act, no stop orders suspending the effectiveness of the Registration Statement shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing, and all necessary approvals under the Securities Act or Exchange Act or Blue Sky Laws relating to the issuance or trading of the shares of Parent Common Stock issuable pursuant to the Merger shall have been received; and
S-4 Registration Statement. As soon as reasonably practicable after the date hereof, Umpqua shall prepare and file with the SEC the S-4 Registration Statement including the Proxy Statement. Umpqua agrees, as to itself and any Umpqua Subsidiary, that none of the information supplied or to be supplied by it or any Umpqua Subsidiary for inclusion or incorporation by reference in (i) the S-4 Registration Statement will, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to NBB shareholders and at the times of the NBB shareholder meeting to be held in connection with the Holding Company Merger, 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. Umpqua and NBB will cause the S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder.
S-4 Registration Statement. 35 SEC.........................................................................10
S-4 Registration Statement. Promptly following the resolution to the satisfaction of the SEC of all SEC comments on the Proxy Statement/Prospectus (or the expiration of the ten-day period under Rule 14a- 6(a) under the Exchange Act if no SEC comments are received by such date), the Company shall promptly prepare and file with the SEC, under the Securities Act, a registration statement on Form S-4 with respect to the Depositary Shares and the underlying shares of New Common Stock (the "S-4 Registration Statement") and shall use its best efforts to cause the S-4 Registration Statement to be declared effective as promptly as practicable. The Company shall take any action required to be taken under foreign or state securities or Blue Sky laws in connection with the issuance of the Merger Consideration.
S-4 Registration Statement. The S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act,
S-4 Registration Statement. The LMS Shareholders may elect by written notice given to SLC no later than December 1, 1994 that SLC prepare and file (in which case SLC will prepare and file), as promptly as practicable following its receipt of all of the information to be provided to it pursuant to the immediately following sentence, with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (the "Registration Statement") covering the issuance of the SLC Shares in the Acquisition. In the case of such election, the LMS Shareholders shall use reasonable best efforts to provide SLC, on or prior to January 2, 1995, with all information concerning the LMS Parties which is required under applicable SEC rules and regulations to be disclosed in the Registration Statement. On and after such date, the LMS Shareholders shall promptly provide SLC with such additional or updated information as is necessary or desirable in connection with the preparation, filing or SEC clearance of the Registration Statement. Each of the LMS Shareholders, on the one hand, and SLC, on the other hand, hereby represents and warrants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. SLC shall use reasonable best efforts to cause the Registration Statement to be declared effective on or prior to the Closing Date, it being understood that the failure of the Registration Statement to be declared effective on or prior to such date because of the LMS Shareholders' failure to provide information to SLC on a timely basis shall not constitute a breach of, or the failure to perform or satisfy, any covenant by SLC. If, notwithstanding SLC's reasonable best efforts, the Registration Statement is not declared effective on or prior to the Closing Date because the LMS Shareholders elected to accelerate the Closing Date under Section 1D, such failure to be declared effective shall not constitute a breach of, or the failure to perform or satisfy, any covenant of SLC. In addition, SLC shall not be required to agree to any amendment, modification or recission of any of the Transaction Documents in connection with the SEC cl...
S-4 Registration Statement. (a) As promptly as practicable after delivery of the Acquisition Notice, Net and Sensar shall prepare and file with the SEC a Form S-4, including a proxy statement for use in connection with obtaining the approval of the transactions contemplated by this Agreement by the stockholders of Sensar and Net and a prospectus for the issuance by Sensar of the Common Stock to the Net Shareholders (the "Proxy Statement/Prospectus"). Each of Net, Sensar and the Net Shareholders shall use their best efforts to cause the Form S-4 to be declared effective by the SEC as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of shares of the Sensar Common Stock. Each of Sensar, Net, and the Net Shareholders shall furnish all information concerning them as may reasonably be necessary or advisable in connection with such actions. In addition, Net shall provide disclosure concerning tax consequences to the stockholders of Net under the tax laws of the State of Israel, if any. As promptly as practicable after the Form S-4 shall have been declared effective by the SEC, Sensar shall mail the Proxy Statement/Prospectus to its stockholders entitled to notice of and to vote at the Sensar Stockholders Meeting and Net shall mail the Proxy Statement/Prospectus to its shareholders entitled to vote at the Net Stockholders Meeting. The Proxy Statement/Prospectus shall include the recommendation of Sensar's and Net's Board of Directors in favor of the adoption of this Agreement.
S-4 Registration Statement. If (a) the California Department of Corporations has not scheduled a Hearing by Xxxxx 00, 0000, (x) the Hearing has not occurred by May 15, 2000 (or May 31, 2000, if any Target Shareholders reside outside the United States), or (c) the Permit has not been issued by May 30, 2000 (or June 15, 2000, if any Target Shareholders reside outside the United States), then Target will assist Acquirer and cooperate fully with Acquirer in connection with the Registration Statement on Form S-4 to register the offer and sale of securities by Acquirer in connection with the Merger and to solicit proxies for the Target Shareholder Approval (the "S-4") which Acquirer will prepare and file with the Securities and Exchange Commission (the "SEC") as provided in Section 5.4. Each of Acquirer and Target shall use reasonable efforts to cause the S-4 to become effective as promptly as practicable. The S-4, including the proxy statement/properties used in connection therewith and all related materials will contain information, and all related materials will contain information, and such proxies will be solicited, in accordance with applicable law. Each of Acquirer and Target will promptly provide all information relating to Acquirer or Target, as applicable, for inclusion in the S-4 and such proxy statement/prospectus to satisfy the requirements of all applicable state and federal securities laws. Each of Acquirer and Target shall be solely responsible for any statement, information or omission in the S-4 and such proxy statement/prospectus relating to it or its affiliates based upon written information furnished by it.
