State Securities Law Compliance. VERITAS and Newco shall use their ------------------------------- respective reasonable best efforts to (i) qualify the Newco Common Stock to be issued pursuant to the Merger and the Seagate Transaction under the state securities or "blue sky" laws of every jurisdiction of the United States in which (a) any registered stockholder of VERITAS has an address on the records of VERITAS' transfer agent on the record date for determining the VERITAS stockholders entitled to notice of and to vote on the Merger and the Seagate Transaction or any other party receiving Newco securities hereunder resides and (b) a Nasdaq Stock Market or other exemption from the qualification requirements under such laws is unavailable, and (ii) qualify the Newco Options to be granted upon cancellation of the Canceled SSI Options to be assumed by VERITAS pursuant hereto under the state securities or "blue sky" laws of every jurisdiction of the United States in which (a) the records of VERITAS, STI, or SSI, as of the Effective Time, indicate that a holder of such options resides and (b) a Nasdaq Stock Market or other exemption from the qualification requirements under such laws is unavailable.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Seagate Technology Inc), Agreement and Plan of Reorganization (Seagate Technology Inc)
State Securities Law Compliance. VERITAS and Newco shall use their ------------------------------- respective reasonable best efforts to (i) qualify the Newco Common Stock to be issued pursuant to the Merger and the Seagate Transaction under the state securities or "blue sky" laws of every jurisdiction of the United States in which (a) any registered stockholder of VERITAS has an address on the records of VERITAS' transfer agent on the record date for determining the VERITAS stockholders entitled to notice of and to vote on the Merger and the Seagate Transaction or any other party receiving Newco securities hereunder resides and (b) a Nasdaq Stock Market or other exemption from the qualification requirements under such laws is unavailable, and (ii) qualify the Newco Options to be granted upon cancellation of the Canceled in exchange for Exchanged SSI Options to be assumed by VERITAS pursuant hereto under the state securities or "blue sky" laws of every jurisdiction of the United States in which (a) the records of VERITAS, STI, or SSI, as of the Effective Time, indicate that a holder of such options resides and (b) a Nasdaq Stock Market or other exemption from the qualification requirements under such laws is unavailable.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Seagate Software Inc), Agreement and Plan of Reorganization (Seagate Technology Inc)
State Securities Law Compliance. VERITAS and Newco shall use their ------------------------------- respective reasonable best efforts to (i) qualify the Newco Common Stock to be issued A-54 56 pursuant to the Merger and the Seagate Transaction under the state securities or "blue sky" laws of every jurisdiction of the United States in which (a) any registered stockholder of VERITAS has an address on the records of VERITAS' transfer agent on the record date for determining the VERITAS stockholders entitled to notice of and to vote on the Merger and the Seagate Transaction or any other party receiving Newco securities hereunder resides and (b) a Nasdaq Stock Market or other exemption from the qualification requirements under such laws is unavailable, and (ii) qualify the Newco Options to be granted upon cancellation of the Canceled SSI Options to be assumed by VERITAS pursuant hereto under the state securities or "blue sky" laws of every jurisdiction of the United States in which (a) the records of VERITAS, STI, or SSI, as of the Effective Time, indicate that a holder of such options resides and (b) a Nasdaq Stock Market or other exemption from the qualification requirements under such laws is unavailable.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Seagate Software Inc), Agreement and Plan of Reorganization (Seagate Software Inc)
State Securities Law Compliance. VERITAS and Newco shall use their ------------------------------- respective reasonable best efforts to (i) qualify the Newco Common Stock to be issued pursuant to the Merger and the Seagate Transaction under the state securities or "blue sky" laws of every jurisdiction of the United States in which (a) any registered stockholder of VERITAS has an address on the records of VERITAS' transfer agent on the record date for determining the VERITAS stockholders entitled to notice of and to vote on the Merger and the Seagate Transaction or any other party receiving Newco securities hereunder resides and (b) a Nasdaq Stock Market or other exemption from the qualification requirements under such laws is unavailable, and (ii) qualify the Newco Options to be granted upon cancellation of the Canceled in exchange for Exchanged SSI Options to be assumed by VERITAS pursuant hereto under the state securities or "blue sky" laws of every jurisdiction of the United States in which (a) the records of VERITAS, STI, or SSI, as of the Effective Time, indicate that a holder of such options resides and (b) a Nasdaq Stock Market or other exemption from the qualification requirements under such laws is unavailable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Veritas Software Corp)