Preparation and Filing of Registration Statement. Prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish each Selling Stockholder with copies of all such documents proposed to be filed).
Preparation and Filing of Registration Statement. With respect to any Registration Statement to be prepared by JAKKS under this Agreement, JAKKS shall, at its sole expense, as expeditiously as practicable:
Preparation and Filing of Registration Statement. Subject to the terms and conditions of Annex A hereto, Cendant shall, as promptly as practicable after the date hereof, prepare and file the Cendant Registration Statement with the Commission and use its commercially reasonable securities efforts to cause the Cendant Registration Statement to become and remain effective under the Securities Act. The rights and obligations of the parties with respect to the registration and resale of the Shares are as set forth in Annex A hereto, which is hereby incorporated into this Agreement by reference thereto.
Preparation and Filing of Registration Statement and Proxy ---------------------------------------------------------- Statement/Prospectus; Withdrawal of Company Board Recommendation. ----------------------------------------------------------------
Preparation and Filing of Registration Statement. Westamerica shall as promptly as reasonably practicable after the date of this Agreement prepare and file with the Commission (i) a registration statement on the appropriate form (the "Westamerica Registration Statement") under and pursuant to the provisions of the 1933 Act for the purpose of registering the Westamerica Shares and, (ii) shall prepare and file, as soon as practicable, one or more registration statements or amendments to existing registration statements under the 1933 Act for the purpose of registering the maximum number of shares of common stock of Westamerica to which the option holders of Redwood Empire may be entitled pursuant to Section 2.6 above at or after the Effective Date. Westamerica and Redwood Empire shall promptly prepare the Proxy Statement for the purpose of submitting this Agreement and the Merger to the shareholders of Redwood Empire for approval. Redwood Empire shall cooperate in all reasonable respects with regard to the preparation of the Proxy Statement. The Proxy Statement in definitive form shall serve as the prospectus (the "Prospectus") to be included in the Westamerica Registration Statement. Westamerica and Redwood Empire shall each provide promptly to the other such information concerning its business and financial condition and affairs as may be required or appropriate for inclusion in the Westamerica Registration Statement, the Prospectus or the Proxy Statement, and shall cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Westamerica Registration Statement, the Prospectus and the Proxy Statement.
Preparation and Filing of Registration Statement. AMRBK shall promptly prepare and file with the Securities and Exchange Commission (i) a registration statement on the appropriate form (the "AMRBK Registration Statement") under and pursuant to the provisions of the 1933 Act for the purpose of registering a sufficient number of AMRBK Shares to complete the exchange of AMRBK Shares for the outstanding BNKA Shares pursuant to the provisions of Section 2.1 hereof. AMRBK shall promptly prepare a Joint Proxy Statement/Prospectus for the purpose of submitting the principal terms of the Merger, this Agreement and the Agreement of Merger to the shareholders of AMRBK for approval. BNKA shall cooperate in all reasonable respects with regard to the preparation of the Joint Proxy Statement/Prospectus and will promptly prepare and file with the FDIC its proxy materials, incorporating the Joint Proxy Statement/Prospectus, for the purpose of submitting the principal terms of the Merger, this Agreement and the Agreement of Merger to the shareholders of BNKA for approval. The Joint Proxy Statement/Prospectus in definitive form is expected to serve as the prospectus to be included in the AMRBK Registration Statement and shall comply in all material respects with the requirements of Regulation 14A pursuant to the Securities and Exchange Act of 1934, as amended. AMRBK and BNKA shall each provide promptly to the other such information concerning its business and financial condition and affairs as may be required or appropriate for inclusion in the AMRBK Registration Statement or the Joint Proxy Statement/Prospectus or the BNKA proxy materials, and shall cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the AMRBK Registration Statement and the Joint Proxy Statement/Prospectus and the BNKA proxy materials.
Preparation and Filing of Registration Statement. Promptly after the date hereof, Parent and Urigen shall prepare and Parent shall file with the Securities and Exchange Commission (the “Commission”), the Registration Statement, in which the Proxy Statements of Parent and Urigen and the Prospectus will be included. Urigen shall use commercially reasonably efforts to promptly provide all information reasonably requested by Parent for purposes of preparation of the Registration Statement including, without limitation, the Urigen Audited Financial Statements. Each of Urigen and Parent shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger (or at such earlier time as this Agreement is terminated).
Preparation and Filing of Registration Statement. Promptly after the Closing Date, Falcon shall prepare and file as soon as reasonably practicable with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 (the 31 "Registration Statement") for the registration of the Shares and the Contingent Stock under the Securities Act in connection with the Transaction, and shall use all reasonable efforts to cause the Registration Statement to be declared effective by the SEC and to keep the Registration Statement effective for a period of two years following the Closing Date.
Preparation and Filing of Registration Statement. In connection with its obligation pursuant to this Agreement to use commercially reasonable efforts to effect a registration of Registrable Shares, TCI Music shall, as expeditiously as practicable:
Preparation and Filing of Registration Statement. WABC shall promptly prepare and file with the Commission (i) a registration statement on the appropriate form (the "WABC Registration Statement") under and pursuant to the provisions of the 1933 Act for the purpose of registering the WABC Shares and, (ii) shall prepare and file, as soon as practicable, one or more registration statements or amendments to existing registration statements under the 1933 Act for the purpose of registering the maximum number of shares of common stock of WABC to which the option holders of KSB may be entitled pursuant to Section 2.6 above at or after the Effective Date. WABC and KSB shall promptly prepare the Proxy Statement for the purpose of submitting this Agreement and the Merger to the shareholders of KSB for approval. KSB shall cooperate in all reasonable respects with regard to the preparation of the Proxy Statement. The Proxy Statement in definitive form is expected to serve as the prospectus (the "Prospectus") to be included in the WABC Registration Statement. WABC and KSB shall each provide promptly to the other such information concerning its business and financial condition and affairs as may be required or appropriate for inclusion in the WABC Registration Statement, the Prospectus or the Proxy Statement, and shall cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the WABC Registration Statement, the Prospectus and the Proxy Statement.
