Approvals and Registrations. Based on such assistance and cooperation of Prime as Summit shall reasonably request, Summit will use its reasonable best efforts to prepare and file (a) with the SEC, the Registration Statement, (b) with the Federal Reserve Board, an application for approval of the Reorganization, and (c) with the NYSE, an application for the listing of the shares of Summit Stock issuable upon the Reorganization, subject to official notice of issuance, and (d) with any state regulatory authority having jurisdiction over the Reorganization, applications for such consents or approvals as may be required for consummation of the transactions contemplated by this Agreement, except that Summit shall have no obligation to file a new registration statement or a post-effective amendment to the Registration Statement covering any reoffering of Summit Stock by Prime Affiliates. Summit covenants and agrees that all information furnished by Summit for inclusion in the Registration Statement, the Proxy-Prospectus, and all applications and submissions for the Required Consents will comply in all material respects with the provisions of applicable law, including the Securities Act and the Exchange Act and the rules and regulations of the SEC and the Federal Reserve Board and will not contain any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Summit will use its reasonable best efforts to seek the effectiveness of the Registration Statement. Summit will furnish to Xxx-Xxxx such information about Summit reasonably available to it as Xxx-Xxxx may reasonably request for purposes of the opinion referred to in Section 8.07.
Approvals and Registrations. Omega will use its best efforts to prepare and file (a) the Registration Statement with the SEC, (b) with the Governmental Authorities, applications for approval of the Merger, if required, and (c) with the NASDAQ National Market, if necessary, an application for the listing of the Shares, subject to official notice of issuance, except that Omega shall have no obligation to file a new registration statement or a post-effective amendment to the Registration Statement covering any reoffering of Omega Common Stock by Affiliates of Sun. Omega, reasonably in advance of making such filings, will provide Sun a reasonable opportunity to comment on such filings and regulatory applications and will give due consideration to any comments of Sun before making any such filing or application; and Omega will provide Sun with copies of all such filings and applications at the time filed if such filings and applications are made at any time before the Effective Time. Omega covenants and agrees that all information furnished by Omega for inclusion in the Registration Statement, the Prospectus/Proxy, and all applications and submissions for the Banking Approvals and Governmental Approvals will comply in all material respects with the provisions of Applicable Law, including the Securities Act and the Exchange Act and the rules and regulations of the SEC, the FDIC, the OCC, and FRB, and will not contain any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Approvals and Registrations. Emclaire will use its best efforts to prepare and file (a) with the SEC, the Registration Statement on Form S-4 (the "Registration Statement"), (b) with the FDIC, an application for approval of the Merger, if applicable, (c) with the PADB, an application for approval of the Merger, (d) with the OCC, an application for approval of the Merger, and (e) with the OTC Bulletin Board, if necessary, an application for the listing of the Shares of Emclaire Stock issuable upon the Merger, subject to official notice of issuance, except that Emclaire shall have no obligations to file a new registration statement or a post-effective amendment to the Registration Statement covering any reoffering of Emclaire Stock by PSFC Affiliates. Emclaire, reasonably in advance of making such filings, will provide PSFC and its counsel a reasonable opportunity to comment on such filings and regulatory applications and will give due consideration to any comments of PSFC and its counsel before making any such filing or application; and Emclaire will provide PSFC and its counsel with copies of all such filings and applications at the time filed if such filings and applications are made at any time before the Effective Time of the Merger. Emclaire covenants and agrees that all information furnished by Emclaire for inclusion in the Registration Statement, the Prospectus/Proxy Statement, and all applications and submissions for the Required Consents (as defined in Section 6.1 herein) will comply in all material respects with the provisions of applicable law, including the Securities Act and the Exchange Act and the rules and regulations of the SEC, the FDIC, the PADB, and OCC, and will not contain any untrue statement of a material fact and will not omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, Emclaire will furnish to Capital Resources and Xxxxxx Xxxxxxx, Inc., investment bankers advising PSFC and Emclaire, respectively, such information as they may reasonably request for purposes of the opinions referred to in Sections 7.2(h) and 7.1(j), respectively.
Approvals and Registrations. (i) InnerDyne agrees that it will use its commercially reasonable efforts to obtain the 510(k) for the Kit. Upon InnerDyne's receipt of the 510(k) and the payment required by Section 4(b) above, the 510(k) shall be transferred to and placed in the name of Sherwood. InnerDyne also agrees that it will use its commercially reasonable efforts to obtain C.E. marking for the Kit. Sherwood shall reimburse InnerDyne on a mutually agreed upon schedule for all costs and expenses incurred by InnerDyne in registering the Kits for C.E. marking, which costs and expenses shall be included in the Budget for C.E. Marking, attached hereto as Exhibit D. Sxxxxxxx xxxll have the right to reference the 510(k) and such C.E. marking in any regulatory filings required for Sherwood to market the Kits in the Territory.
Approvals and Registrations. The Debtor will take such action as may be necessary to secure all registrations and approvals as may be required by applicable statutes or regulations for the issuance of the Shares upon conversion of this Debenture in whole or in part. All Shares issued upon exercise of the right of conversion herein provided for shall be issued as fully paid and non-assessable Shares.
Approvals and Registrations. Following signature of this Agreement, Buyer shall without undue delay and, except as otherwise set forth herein, at its own expense, fulfill the following tasks in such countries of the Territory, where legally required for a complete consummation of the transfer of Trademarks, Business positions, marketing and sales organizations etc: - set up its own corporation or other legal entity in the respective Territory; - register a warehouse in conformity with all applicable laws and registrations; - appoint a technical director; - obtain governmental approvals and registrations from the competent regulatory authorities
Approvals and Registrations. (i) Immediately prior to the First Closing, the Seller and the Company shall have completed all procedures, obtained necessary approvals and filed necessary registrations to effectively cause Hangzhou Jiyi to have become a 49% equity interest shareholder of the Company, and cause Hangzhou Wangbo to have become a 21% equity interest shareholder of the Company.
Approvals and Registrations. The Corporation will take such action as may be necessary to secure all registrations and approvals as may be required by applicable statutes or regulations for the issuance of the Shares upon conversion of this Debenture in whole or in part.
Approvals and Registrations. (a) Approvals and Registrations. DERMAdoctor holds, or as set forth on Schedule 4.21(a) of the Disclosure Schedules, has applied or registered for, all supranational, international, national, federal, state, local or foreign licenses, permits, registrations, certificates, Orders, approvals and other authorizations from Governmental Authorities, and has timely made all notifications to any applicable supranational, international, national, federal, state, local or foreign registers, Governmental Authorities or other competent bodies required by applicable Laws or Governmental Authorities, necessary for the conduct of its Business, including to manufacture, sell and distribute its products into the current markets, as conducted in the normal course of business as of the Effective Date, including all such permits, licenses, registrations, certificates, authorizations, Orders, notifications and approvals required by applicable Laws or the FDA, the European Medicines Agency or any other supranational, international, national, federal, state, local, or foreign agencies or bodies engaged in the regulation of cosmetics, drugs, biologics, medical devices or other products (collectively, “Approvals or Registrations”). Schedule 4.21(a) of the Disclosure Schedules sets forth a list of all Approvals or Registrations held, applied or registered for, or made by or on behalf of, DERMAdoctor.
Approvals and Registrations. Based on such assistance and cooperation of Summit as UJB may reasonably request, UJB will use its best efforts to prepare and file (a) with the SEC, the Registration Statement, the Summit Proxy-Prospectus and the UJB Proxy Statement,
