Common use of SEC Registration Clause in Contracts

SEC Registration. (a) PCI shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause each Subsidiary to, furnish to Nextel such information about PCI and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with the SEC a Registration Statement on Form S-4 under the Securities Act and the rules and regulations promulgated thereunder, in respect of the shares of Nextel Common Stock to be issued by reason of the Merger (such registration statement, the prospectus included therein and the proxy statement to be furnished to the holders of PCI Common Stock, in each case together with any amendments or supplements thereto, the "Registration Statement"). PCI shall use its reasonable best efforts so that the PCI Information (as defined below) included in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to PCI's stockholders, or at the time of the meeting of the stockholders of PCI to approve the Merger, contain any untrue statement of a material fact, omit to state any material fact required to be stated therein, or omit any material fact necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance should come to the attention of PCI with respect to the PCI Information which is required to be set forth in an amendment or supplement to the Registration Statement, PCI will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 5.2(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Exchange Act that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to information concerning PCI, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by PCI for inclusion in the Registration Statement, including incorporation by reference to SEC filings (the "PCI Information"), will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder; except that PCI shall have no liability or obligation for any information other than the PCI Information.

Appears in 2 contracts

Samples: Agreement of Merger and Plan of Reorganization (Pittencrieff Communications Inc), Amended And (Pittencrieff Communications Inc)

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SEC Registration. (a) PCI Chadmoore shall use its commercially reasonable best efforts to, and shall use its commercially reasonable best efforts to cause each Subsidiary to, furnish to Nextel such information about PCI Chadmoore and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with the SEC a Registration Statement on Form S-4 under the Securities Act and the rules and regulations promulgated thereunder, in respect of the shares of Nextel Common Stock to be issued by reason of the Merger consummation of the transactions contemplated by this Agreement (such registration statement, the prospectus included therein and the proxy statement to be furnished to the holders of PCI Common StockChadmoore's common stock, in each case together with any amendments or supplements thereto, the "Registration Statement"). PCI Chadmoore shall use its commercially reasonable best efforts so that the PCI Chadmoore Information (as defined below) included in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to PCIChadmoore's stockholdersshareholders, or at the time of the meeting of the stockholders shareholders of PCI Chadmoore to approve the MergerReorganization, contain any untrue statement of a material fact, omit to state any material fact required to be stated therein, or omit any material fact necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time Closing Date any event or circumstance should come to the attention of PCI Chadmoore with respect to the PCI Chadmoore Information which is required to be set forth in an amendment or supplement to the Registration Statement, PCI Chadmoore will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 5.2(b5.02(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to information concerning PCIChadmoore, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by PCI Chadmoore for inclusion in the Registration Statement, including incorporation by reference to SEC filings (the "PCI Chadmoore Information"), will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder; except that PCI Chadmoore shall have no liability or obligation for any information other than the PCI Chadmoore Information.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Chadmoore Wireless Group Inc)

SEC Registration. (a) PCI Chadmoore shall use its commercially reasonable best efforts to, and shall use its commercially reasonable best efforts to cause each Subsidiary to, furnish to Nextel such information about PCI Chadmoore and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with the SEC a Registration Statement on Form S-4 under the Securities Act and the rules and regulations promulgated thereunder, in respect of the shares of Nextel Common Stock to be issued by reason of the Merger consummation of the transactions contemplated by this Agreement (such registration statement, the prospectus included therein and the proxy statement to be furnished to the holders of PCI Common StockChadmoore's common stock, in each case together with any amendments or supplements thereto, the "Registration StatementREGISTRATION STATEMENT"). PCI Chadmoore shall use its commercially reasonable best efforts so that the PCI Chadmoore Information (as defined below) included in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to PCIChadmoore's stockholdersshareholders, or at the time of the meeting of the stockholders shareholders of PCI Chadmoore to approve the MergerReorganization, contain any untrue statement of a material fact, omit to state any material fact required to be stated therein, or omit any material fact necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time Closing Date any event or circumstance should come to the attention of PCI Chadmoore with respect to the PCI Chadmoore Information which is required to be set forth in an amendment or supplement to the Registration Statement, PCI Chadmoore will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 5.2(b5.02(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to information concerning PCIChadmoore, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by PCI Chadmoore for inclusion in the Registration Statement, including incorporation by reference to SEC filings (the "PCI InformationCHADMOORE INFORMATION"), will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder; except that PCI Chadmoore shall have no liability or obligation for any information other than the PCI Chadmoore Information.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Recovery Equity Investors Ii Lp)

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SEC Registration. (a) PCI shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause each Subsidiary to, furnish to Nextel such information about PCI and each Subsidiary (including their respective affiliates) as may be necessary to enable Nextel to prepare and file with the SEC a Registration Statement on Form S-4 under the Securities Act and the rules and regulations promulgated thereunder, in respect of the shares of Nextel Common Stock to be issued by reason of the Merger (such registration statement, the prospectus included therein and the proxy statement to be furnished to the holders of PCI Common Stock, in each case together with any amendments or supplements thereto, the "Registration Statement"). PCI shall use its reasonable best efforts so that the PCI Information (as defined below) included 78 70 in the Registration Statement shall not, at the time the Registration Statement is declared effective, at the time the proxy statement/prospectus contained therein is first mailed to PCI's stockholders, or at the time of the meeting of the stockholders of PCI to approve the Merger, contain any untrue statement of a material fact, omit to state any material fact required to be stated therein, or omit any material fact necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance should come to the attention of PCI with respect to the PCI Information which is required to be set forth in an amendment or supplement to the Registration Statement, PCI will immediately notify Nextel and shall assist Nextel in appropriately amending or supplementing the Registration Statement in the manner contemplated in Section 5.2(b). An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Exchange Act that is incorporated by reference into the Registration Statement. The Registration Statement insofar as it relates to information concerning PCI, its Subsidiaries, or any of their respective businesses, assets, directors, affiliates, officers or shareholders that is supplied by PCI for inclusion in the Registration Statement, including incorporation by reference to SEC filings (the "PCI Information"), will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations 79 71 thereunder and the Exchange Act and the rules and regulations thereunder; except that PCI shall have no liability or obligation for any information other than the PCI Information.

Appears in 1 contract

Samples: Agreement of Merger (Nextel Communications Inc)

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