United States Filings Sample Clauses

United States Filings. Catalyst shall effect the United States Filings with respect to the Rights Offering in accordance with the terms and timing requirements set forth in Section 2.5 of the Standby Purchase Agreement. Catalyst and TAVIX shall enter into a registration rights agreement having the principal terms and conditions set forth in Annex B with respect to the Common Shares underlying any Subscription Receipts purchased by TAVIX hereunder. Simultaneously with, or as soon as is practicable following execution of this Agreement, Catalyst and TAVIX shall effect any filings necessary or appropriate for the consummation of the transactions contemplated hereby including, without limitation, filing Notification and Report forms required to be filed with the Antitrust Division of the United States Department of Justice and the Premerger Notification Office of the United States Federal Trade Commission under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”). All costs and fees, including filing fees, reasonable legal fees and related disbursements, incurred by or on behalf of either party in connection with any such filings, including any filings made under the HSR Act, shall be borne by Catalyst.
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United States Filings. Subject to and in accordance with the terms hereof, Catalyst agrees that (a) it will prepare and, as soon as practicable following the filing of the Preliminary Prospectus with the Securities Commissions, file with the SEC a registration statement under the 1933 Act and the rules and regulations of the SEC (the “Rules and Regulations”) on Form F-10, including a related preliminary prospectus (which consists of the Preliminary Prospectus with such deletions therefrom and additions thereto as are permitted or required by F-10 and the Rules and Regulations (the “U.S. Preliminary Prospectus”), relating to the offering and sale of the Securities, and (b) it will prepare and, as soon as practicable following the filing of the Final Prospectus with the Securities Commissions, file with the SEC an amendment to such registration statement including a related prospectus (which consists of the Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by F-10 and the Rules and Regulations) (the “U.S. Final Prospectus”). Catalyst will use commercially reasonable efforts to cause the registration statement, as so amended, to become effective as soon as possible following the issue of the receipt (or analogous decision document) by the Securities Commissions for the Final Prospectus. Such registration statement, as amended, including any exhibits and all documents incorporated therein by reference, as of the time it became effective, is referred to herein as the “Registration Statement”.
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United States Filings. As set forth in Section 2.5, Catalyst shall prepare and file with the SEC a registration statement on Form F-10 and an amendment to such registration statement relating to the proposed distribution of the Securities and shall use commercially reasonable efforts to cause such registration statement to become effective as soon as possible following the issue of the receipt (or analogous decision document) by the Securities Commissions for the Final Prospectus.
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United States Filings. The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act.
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Related to United States Filings

  • United States The term “

  • United States laws (a) In this Subclause:

  • Government Filings Within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Applicable Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the business of Borrower or any of its Subsidiaries;

  • United States Law The determination of whether Information and Inventions are conceived, discovered, developed or otherwise made by a Party for the purpose of allocating proprietary rights (including Patent, copyright or other intellectual property rights) therein, shall, for purposes of this Agreement, be made in accordance with applicable United States law.

  • Advice of Changes; Government Filings Each party shall (a) confer on a regular and frequent basis with the other and upon the reasonable request of the other shall promptly meet in Northern California, (b) report (to the extent permitted by law, regulation and any applicable confidentiality agreement) to the other on operational matters and (c) promptly advise the other orally and in writing of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it (A) to comply with or satisfy in any respect any covenant, condition or agreement required to be complied with or satisfied by it under this Agreement that is qualified as to materiality or (B) to comply with or satisfy in any material respect any covenant, condition or agreement required to be complied with or satisfied by it under this Agreement that is not so qualified as to materiality or (iii) any change, event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect on such party or materially adversely affect its ability to consummate the Merger in a timely manner; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall file all reports required to be filed by each of them with the SEC (and all other Governmental Entities) between the date of this Agreement and the Effective Time and shall (to the extent permitted by law or regulation or any applicable confidentiality agreement) deliver to the other party copies of all such reports promptly after the same are filed. Subject to applicable laws relating to the exchange of information, each of the Company and Parent shall have the right to review in advance, and to the extent practicable each will consult with the other, with respect to all the information relating to the other party and each of their respective Subsidiaries, which appears in any filings, announcements or publications made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party agrees that, to the extent practicable, it will consult with the other party with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby.

  • PTO Filing; Copyright Office Filing When the Security Agreement or a short form thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder (to the extent intended to be created thereby) in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered Patents and Copyrights acquired by the grantors thereof after the Closing Date).

  • Preparation and Filing of Tax Returns (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due.

  • Federal and State Withholding The Company shall deduct from the amounts payable to the Executive pursuant to this Agreement the amount of all required federal, state and local withholding taxes in accordance with the Executive’s Form W-4 on file with the Company, and all applicable federal employment taxes.

  • Recordings and Filings Each Borrower shall have: (a) executed and delivered all Financing Documents (including, without limitation, UCC-1 and UCC-3 statements) required to be filed, registered or recorded in order to create, in favor of the Lender, a perfected Lien in the Collateral (subject only to the Permitted Liens) in form and in sufficient number for filing, registration, and recording in each office in each jurisdiction in which such filings, registrations and recordations are required, and (b) delivered such evidence as the Lender may deem satisfactory that all necessary filing fees and all recording and other similar fees, and all Taxes and other expenses related to such filings, registrations and recordings will be or have been paid in full.

  • Office of Foreign Assets Control Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

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