Joint Proxy Statement and Registration Statement Sample Clauses

Joint Proxy Statement and Registration Statement. API and ZERO will prepare and file with the SEC the Registration Statement and the Proxy Statement as soon as reasonably practicable after the date of this Agreement. API and ZERO shall use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing. API and ZERO shall also take such action as may be reasonably required to cause the shares of API Common Stock issuable pursuant to the Merger to be registered or to obtain an exemption from registration or qualification under applicable state "blue sky" or securities Laws; provided, however, that API shall not be required to qualify as a foreign corporation or to file any general consent to service of process under the Laws of any jurisdiction or to comply with any other requirements deemed by API to be unduly burdensome. Each party to this Agreement will furnish to the other parties all information concerning itself as each such other party or its counsel may reasonably request and which is required or customary for inclusion in the Proxy Statement and the Registration Statement.
Joint Proxy Statement and Registration Statement. (i) Parent and Company shall cooperate to prepare the Registration Statement and the Joint Proxy Statement and shall use commercially reasonable efforts to file the Registration Statement and Joint Proxy Statement with the SEC within fifteen (15) days of the date of this Agreement. Each Party shall provide the other party with copies of all correspondence between such party and its Representatives on the one hand and the SEC and its staff on the other hand. Notwithstanding anything to the contrary herein, before filing and mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and Company shall provide the other party with a reasonable opportunity to review and comment on such document or response and shall discuss with such other party, and include in such document or response, comments reasonably proposed by the other party.
Joint Proxy Statement and Registration Statement. Commodore and Lanxide shall promptly prepare and file with the SEC the Merger Registration Statement containing therein the preliminary Joint Proxy Statement as soon as reasonably practicable, and shall use their respective best efforts to (i) have the Merger Registration Statement declared effective and the Joint Proxy Statement cleared as soon as practicable, (ii) promptly respond to the comments of the SEC thereon and (iii) cause Commodore to take any reasonable actions required to be taken under applicable state securities or "blue sky" laws in connection with the issuance of the securities of Commodore to be covered by the Merger Registration Statement. As soon as practicable after the SEC clears the Merger Registration Statement and related Joint Proxy Statement (as the same may be amended from time to time in response to comments received from the SEC), Commodore will request acceleration of the effective date of the Merger Registration Statement so that the same may be declared effective by the SEC under the 1933 Act, and Commodore and Lanxide shall each cause to be mailed to their respective stockholders of record the definitive Joint Proxy Statement in the form cleared for mailing to stockholders by the SEC. There shall have been registered under the 1933 Act pursuant to the Merger Registration Statement: (i) all shares of Commodore Common Stock being issued to stockholders of Lanxide in the Merger in exchange for outstanding shares of Lanxide Common Stock and Lanxide Series A Preferred Stock, and (ii) all shares of Commodore Common Stock potentially issuable upon (A) exercise of Lanxide Warrants and Lanxide Stock Options, and (B) issuable pursuant to the Lanxide Deferred Compensation Plans, as applicable. Each of Commodore and Lanxide shall notify the other promptly of the receipt of any comments of the SEC and of any request by the SEC for amendments or supplements to the Joint Proxy Statement or the Merger Registration Statement or for additional information and shall supply one another with copies of all correspondence with the SEC with respect to any of the foregoing filings. If at any time prior to the Commodore Stockholders Meeting or the Lanxide Stockholders' Meeting any event should occur relating to Commodore or any of its Subsidiaries or any of their respective officers, directors or affiliates which should be described in an amendment of, or supplement to, the Joint Proxy Statement or the Merger Registration Statement, Commodore shall...
Joint Proxy Statement and Registration Statement. The Joint Proxy Statement and the Registration Statement and any other document to be filed by JEI with the SEC under the Exchange Act or the Securities Act will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and will not, on the date of its filing or, in the case of the Joint Proxy Statement, at the date it is mailed to stockholders of JEI, at the time of the JEI Stockholders Meetings and at the Effective Time, contain any untrue statement of a material fact or 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 are made, not misleading, except that no representation is made by JEI with respect to information supplied by or on behalf of CRC expressly for inclusion therein and information incorporated by reference therein from documents filed by CRC or any of the CRC Acquired Subsidiaries with the SEC.
Joint Proxy Statement and Registration Statement 

Related to Joint Proxy Statement and Registration Statement

  • Registration Statement and Proxy Statement None of the information to be supplied by the Company or its subsidiaries for inclusion in (a) the Registration Statement or (b) the Proxy Statement will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply, as of its mailing date, as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to information supplied by Parent, Subsidiary or any stockholder of Parent for inclusion therein.