Transaction Filings Clause Samples

Transaction Filings. As promptly as practicable (but in no event, with respect to filing, later than the date required under applicable Law), Buyer will prepare and file any filings required to be filed by it under the Nasdaq, Exchange Act, the Securities Act or any other federal or blue sky laws or other Laws relating to the execution of this Agreement, the completion of the Domestication (in Buyer's discretion) and the consummation of the transactions contemplated hereby, as well as under regulations of or as required by Nasdaq and such Governmental Authorities as may require the filing of such other filings (collectively, the “Transaction Filings”). The Company and Sellers will work together with Buyer as promptly as practicable to prepare the Transaction Filings and provide Buyer whatever information is necessary to accurately complete such filings in a timely manner.

Transaction Filings. As promptly as practicable after the execution of this Agreement (and in any event not later than the close of business on July 16, 2018), the Company shall prepare and file with the SEC a proxy statement relating to the meeting of the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Unless the Board of Directors makes an Adverse Recommendation Change in accordance with Section 5.03, the Board of Directors shall include the Company Board Recommendation and the notice of appraisal rights contemplated by Section 262(d)(1) of the DGCL in the Proxy Statement. The Company shall cause the Company Disclosure Documents filed or furnished by the Company or its Subsidiaries to comply as to form in all material respects with the provisions of the 1934 Act and the rules and regulations promulgated thereunder. The Company will use reasonable best efforts to cause the Company Disclosure Documents, at the time each is filed with the SEC, as applicable, and at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, to not contain any untrue statement of a material fact or to 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, provided that Parent and Merger Subsidiary, with respect to information provided by it for use in the Proxy Statement, shall promptly notify the Company and provide the Company with corrections to any such information which shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent, Merger Subsidiary and the Company shall cooperate and consult with each other in the preparation of the Company Disclosure Documents. Without limiting the generality of the foregoing, each of Parent and Merger Subsidiary shall furnish the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Company Disclosure Documents. The Company shall not file any Company Disclosure Document, or any amendment or supplement thereto, without providing Parent and its counsel a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered in good faith by the Company). The Company shall use its reasonable best efforts to resolve all SEC comments w...

Transaction Filings. Each of Pubco, the Vendors and the Target shall promptly apply for and use all reasonable efforts to obtain all approvals of the Exchange and any Governmental Entity which are required in connection with the consummation of the transactions contemplated hereby, including approval to the listing on the Exchange of the Payment Shares. Pubco shall initiate the applications for the approval of the Exchange and the Vendors shall initiate the applications for any approvals required in relation to the sale of the Target as relating to the License, and each Party shall cooperate with and use all reasonable efforts to assist the other Parties in obtaining such approvals.

Transaction Filings. 3.3.1. Each Investor will prepare and timely file with the United States Securities and Exchange Commission (“SEC”) and each other applicable Governmental Entity all filings and documents required under Law (including the rules and regulations of the New York Stock Exchange Inc. (“NYSE”)) to be filed with or furnished to the SEC or such other applicable Governmental Entity in connection with the Share Purchase and as may be required following the consummation of the Share Purchase due to the Investors’ equity interest in the Company (the “Transaction Filings”), including, but not limited to, any beneficial ownership reports as required under Section 13 or Section 16 of the Exchange Act. Each Investor shall furnish all information concerning itself to the other Investors as may be reasonably requested in connection with the preparation and filing of the Transaction Filings. With respect to the Transaction Filings that disclose any information relating to any Investor (or otherwise involve such Investor), including but not limited to any Schedule 13D (and amendments thereto) under the Exchange Act which the Investors have agreed to jointly file, (i) such Investor shall be provided a reasonable opportunity to review and comment on such Transaction Filings (including any amendments thereto or response to comments from the SEC or any other applicable Governmental Entity in respect thereof), (ii) all comments reasonably proposed by such Investor shall be included in such Transaction Filing or amendment thereto or response to comments from the SEC or any other applicable Governmental Entity in respect thereof and (iii) to the extent permitted by Law or as would not otherwise cause any non-compliance with applicable law, rules or regulations applicable to such Investor, no other Investor shall file such Transaction Filings, amendments thereto or respond to inquiries from the SEC or any other applicable Governmental Entity relating to such Transaction Filings prior to providing such Investor with a reasonable opportunity to review and comment upon such filings, amendments or responses. Notwithstanding the foregoing, no Investor shall be obligated to provide any other Investor an opportunity to review and comment on Transaction Filings which solely relate to the disclosure of such Investor’s beneficial ownership of Equity Securities of the Company (including any amendments due to subsequent acquisitions and dispositions of Equity Securities of the Company after the ...

Transaction Filings. Each of ▇▇▇▇▇▇, the Vendors and OHG shall promptly apply for and use all reasonable efforts to obtain all approvals of the Exchange and any Governmental Entity which are required in connection with the consummation of the transactions contemplated hereby, including approval to the listing on the Exchange of the Consideration Shares. ▇▇▇▇▇▇ shall initiate the applications for the approval of the Exchange, and each Party shall cooperate with and use all reasonable efforts to assist the other Parties in obtaining such approvals.

Transaction Filings. Each of the Purchaser, the Vendors and the Target Group shall promptly apply for and use all reasonable efforts to obtain all approvals of the CSE, as required and of any Governmental Entity which are required in connection with the consummation of the transactions contemplated hereby, including approval for the listing on the CSE of the Payment Shares. The Vendors shall initiate the applications for any approvals required in relation to the sale of the Target as relating to the License Applications, if any, the Purchaser shall initiate the applications for the approval of the CSE, and each Party shall cooperate with and use all reasonable efforts to assist the other Parties in obtaining such approvals.

Transaction Filings. Receipt of such copies, certified by the ------------------- Borrower, of all filings made with any Governmental Authority in connection with the Transactions as may be requested by the Lead Arrangers.

Transaction Filings. Each of Broome, the Vendors and the Mega Group shall promptly apply for and use all reasonable efforts to obtain all approvals of the Exchange and any Governmental Entity which are required in connection with the consummation of the transactions contemplated hereby, including approval to the listing on the Exchange of the Payment Shares and the approvals set forth in Section 6.1 of the Disclosure Schedule. Broome shall initiate the applications for the approval of the Exchange and the Vendors shall initiate the applications for the approvals set forth in Section 6.1 of the Disclosure Schedule, and each Party shall cooperate with and use all reasonable efforts to assist the other Parties in obtaining such approvals.

Transaction Filings. As promptly as practicable (but in no event, with respect to filing, later than the date required under applicable Law), Parent will prepare and file any filings required to be filed by it under the Exchange Act, the Securities Act or any other federal or blue sky or related Laws relating to the execution of this Agreement, the completion of the Domestication and the consummation of the Merger, as well as under regulations of or as required by the Eligible Market and such Governmental Authorities as may require the filing of such other filings (collectively, the “Transaction Filings”). TBO will work together with Parent as promptly as practicable to prepare the Transaction Filings and provide Parent whatever information is necessary to accurately complete such filings in a timely manner.