Securities Laws Filings. (a) All documents and instruments comprising the Purchaser Public Disclosure Record (including all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference)) have been filed or furnished, as applicable, with the applicable Canadian Securities Regulatory Authorities and/or the SEC pursuant to Canadian Securities Laws, the Securities Act, and the Exchange Act, as applicable, and the rules and policies of the CSE. True, correct, and complete copies of all documents and instruments comprising the Purchaser Public Disclosure Record are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”) and/or the System of Electronic Documents and Retrieval + (“SEDAR+”), in compliance with all applicable Laws. None of the documents or instruments comprising the Purchaser Public Disclosure Record, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a 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
Securities Laws Filings. The Company will use its best efforts to file with the SEC (a) all requisite Form 10-QSB quarterly and other Exchange Act filings until the Closing Date of this Agreement, at which time, the then current management of the Company will be responsible for all filings and (b) will utilize its best efforts to file with any other governmental or regulatory or self- regulatory agency or department, including but not limited to the National Association of Securities Dealers, Inc. ("NASD"), or department any other application or statement to be made by the Company necessary to consummate the transactions contemplated by this Agreement and to maintain its current listing on the OTCBB. The Company represents and warrants that all information so furnished for such statements and applications shall be true and correct in all material respects without omission of any material fact required to be stated to make the information stated therein not misleading.
Securities Laws Filings. The Company shall make all filings and reports relating to the offer and sale of the Preferred B Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Initial Closing Date, including a Form D with respect to the Preferred B Shares and Secured Notes, as required under Regulation D. The Company shall provide a copy of all such filings and reports to the Investors promptly after such filing or report is filed or lodged with the applicable Person.
Securities Laws Filings. As promptly as practicable following the Execution Date (and in any event no later than four weeks following the Execution Date), the Parties shall cooperate to prepare and file with the SEC a proxy statement/prospectus relating to the matters to be submitted to the MLP Unitholders at the MLP Unitholders’ Meeting (the “Proxy Statement/Prospectus”) to be included in a registration statement on Form S-4 with respect to the issuance of the New Buyer Common Units in connection with the Merger (such registration statement, including the Proxy Statement/Prospectus, and any amendments or supplements thereto, the “Registration Statement”). As promptly as practicable following the Execution Date, the Parties shall make all required filings under applicable state securities and blue sky Laws; provided, however, that no such filings shall be required in any jurisdiction where, as a result thereof, Buyer would become subject to general service of process or to qualification to do business as a foreign partnership doing business in such jurisdiction solely as a result of such filing. The Registration Statement and each such filing shall comply in all material respects with the applicable provisions of the Securities Act and Exchange Act and the rules and regulations promulgated thereunder and all other applicable Law. Each of the Parties further agrees that if it shall become aware prior to the date of the MLP Unitholders’ Meeting of any information that would cause any of the statements in the Registration Statement to become false or misleading with respect to any material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not false or misleading, it shall, to the extent permitted by Law, promptly inform the Other Parties thereof and take the necessary steps to correct the Registration Statement. Each of Parties shall provide the Other Parties with reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the on the Registration Statement or any such amendment or supplement, and further agree that each Party shall be provided with such number of copies of all filings made with the SEC as such Party shall reasonably request. No filings of the Registration Statement (or any amendments or supplements thereto) shall be made without the consent of all Parties (which consent shall not be unreasonably withheld,...
Securities Laws Filings. The Seller Parties shall promptly make their respective filings, and shall thereafter promptly make any required submissions, under the applicable federal and state securities laws with respect to the transactions contemplated by this Agreement. The Seller Parties shall be obligated to pay all applicable filing fees.
Securities Laws Filings. Each of Wireless and Transworld shall take all reasonable actions necessary to prepare and file, and shall cooperate with one another in the preparation and filing of, all documents and statements necessary or appropriate to (i) effectuate the registration by Wireless of the Wireless Shares on Form 10 under the Securities Exchange Act of 1934, as amended (the "Act"), (ii) provide to Transworld's shareholders disclosure materials materially in compliance with the requirements of Regulations 14A and/or 14C of the Act, and (iii) comply with any other federal or state securities laws requirements relating to the transactions described herein.
Securities Laws Filings. Upon the Closing Date, Seller will enter into an engagement (“SEC Filings Engagement”) with legal counsel of Purchaser’s election, for the sole purpose of making up to four (4) filings each year until the termination of the Lock-Up Period as required in connection with Seller’s ownership of the Purchaser Stock (or ownership by any shareholders of Seller receiving Purchaser Stock) including but not limited to filings required by Sections 13d, 13g and Section 16 of the Exchange Act and rules promulgated thereunder. Purchaser shall pay, on behalf of Seller, the fees associated with the SEC Filings Engagement. This SEC Filings Engagement shall end once the Lock-Up Period has ended.
Securities Laws Filings. Company has previously made available to Parent an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Company since December 31, 2002 pursuant to the Securities Act or the Exchange Act, and prior to the date of this Agreement (the “Company SEC Reports”) and (ii) communication mailed by Company to its stockholders since December 31, 2002 and prior to the date of this Agreement. No such Company SEC Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. No executive officer of Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act.
Securities Laws Filings. (a) DWS has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since June 2003 (collectively, the "DWS SEC Documents") and with the British Columbia Securities Commission since 1987 (collectively, the "DWS Canadian Securities Documents").
(b) As of its filing date, each DWS SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. As of its filing date, each DWS Canadian Securities Document complied as to form in all material respects with the applicable requirements of the Securities Act of British Columbia.
(c) As of its filing date, each DWS SEC Document filed pursuant to the 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
(d) Each DWS SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not 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.
(e) Each of the DWS Canadian Securities Documents that is a prospectus or other offering document, filed pursuant to the Securities Act of British Columbia as of the date such document became effective, did not 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.
Securities Laws Filings. The Company agrees to timely make such filings with regard to the transactions contemplated hereby as may be required by applicable securities laws. 4.3
