Common use of Permit Application Clause in Contracts

Permit Application. As soon as reasonably practicable after the Amendment Date, (i) Parent shall prepare, with the cooperation of the Company, and file the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice to be sent to the holders of the capital stock of the Company pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 1, as amended (the “Hearing Notice”), concerning the hearing (the “Hearing”) held by the California Commissioner to consider the terms and conditions of the issuance of Parent Common Stock pursuant to the Agreement and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder (“California Securities Law”), and (ii) the Company shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the “Information Statement”). Parent shall use its commercially reasonable efforts to cause the Permit Application and the Hearing Notice to comply in all material respects with applicable federal and state securities laws. The Company shall use its commercially reasonable efforts to cause the Information Statement to comply in all material respects with applicable federal securities laws and state corporate and securities laws. Each of the Company and Parent shall provide promptly to the other party such information concerning its respective business and financial statements and affairs as, in the reasonable judgment of the requesting party or its counsel, may be required or appropriate for inclusion in the Permit Application (including, without limitation, the Information Statement to be provided by the Company), the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement.

Permit Application. As soon as reasonably practicable after the Amendment Dateexecution of this Agreement, (i) Parent Legacy shall prepare, with the cooperation of the CompanyXxxxx, and file the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice to be sent to the holders of the capital stock of the Company Xxxxx Common Stock pursuant to, and meeting the requirements of of, Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 12, as amended (the “Hearing Notice”), concerning the hearing (the “Hearing”) held by the California Commissioner (as defined below) to consider the terms and conditions of this Agreement and the issuance of Parent Common Stock pursuant to the Agreement Merger and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder (the “California Securities Law”), and (ii) the Company Xxxxx shall prepare, with the cooperation of ParentLegacy, an information a proxy statement relating to this Agreement and the transactions contemplated hereby hereby, including any amendment or supplement thereto (the “Information Proxy Statement”). Parent Each of Xxxxx and Legacy shall use its commercially reasonable efforts to cause the Permit Application and Application, the Hearing Notice and the Proxy Statement to comply in with all material respects with requirements of applicable federal and state securities laws. The Company shall use its commercially reasonable efforts to cause the Information Statement to comply in all material respects with applicable federal securities laws and state corporate and securities laws. Each of the Company Xxxxx and Parent Legacy shall provide promptly to the other party such information concerning its respective business and financial statements and affairs as, in the reasonable judgment of the requesting providing party or its counsel, may be required or appropriate for inclusion in the Permit Application (including, without limitation, the Information Statement to be provided by the Company)Application, the Hearing Notice or the Information Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Proxy Statement. The Proxy Statement shall constitute both a disclosure document for the offer and issuance of the shares of Legacy Common Stock to be received by the holders of Xxxxx Common Stock in the Merger and a proxy statement for solicitation of shareholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, Xxxxx and Legacy shall cooperate in delivering any such amendment or supplement to all the holders of Xxxxx Common Stock and filing any such amendment or supplement with the California Commissioner of Corporations (the “California Commissioner”) or its staff, the SEC and/or any other appropriate government officials.

Permit Application. As soon as reasonably practicable after the Amendment Dateexecution of this Agreement, (i) Parent Acquiror shall prepare, with the cooperation of the Company, and file the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice to be sent to the holders of the capital stock of the Company Securityholders pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 12, as amended (the “Hearing Notice”), concerning the hearing (the “Hearing”) held by the California Commissioner to consider the terms and conditions of this Agreement and the issuance of Parent Common Stock pursuant to the Agreement Merger and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder (“California Securities Law”), and (ii) the Company Acquiror shall prepare, with the cooperation of ParentCompany, an information statement any required additional informational disclosures and documentation to Company Securityholders relating to this Agreement and the transactions contemplated hereby (addressing matters not covered by the Hearing Notice) (collectively, the “Information StatementInformational Documents”). Parent shall use its commercially reasonable efforts , which may include a letter to cause be sent following the issuance of the Permit Application (as defined below) containing the recommendation of the Company’s Board of Directors described in Section 7.11(b) and a solicitation of the Hearing Notice to comply in all material respects with applicable federal approval of the Merger and state securities laws. The adoption of this Agreement by the Company shall use its commercially reasonable efforts to cause the Information Statement to comply in all material respects with applicable federal securities laws and state corporate and securities lawsStockholders. Each of the Company and Parent Acquiror shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the Informational Documents to comply with all requirements of Applicable Law (including federal and state securities laws and the Code and regulations promulgated thereunder). Each of the Company and Acquiror shall provide promptly to the other party such information concerning its respective business and financial statements and affairs as, in the reasonable judgment of the requesting providing party or its counsel, may be required or appropriate for inclusion in the Permit Application (including, without limitation, the Information Statement to be provided by the Company)Application, the Hearing Notice or the Information StatementInformational Documents, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information StatementInformational Documents. Without limiting the foregoing, Company shall provide, within five (5) business days after the execution of this Agreement, all financial statements required by Section 260.613 of the California Code of Regulations. The Hearing Notice and Informational Documents shall constitute disclosure documents for the offer and issuance of the shares of Acquiror Common Stock to be received by the holders of the Company Capital Stock in the Merger and a proxy or information statement for solicitation of approval of the Merger and adoption of this Agreement by the Company Stockholders. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Hearing Notice or the Informational Documents, the Company and Acquiror shall cooperate in delivering any such amendment or supplement to all the holders of the Company Capital Stock and/or Company Options and/or filing any such amendment or supplement with the California Commissioner or its staff and/or any other government officials to the extent required by Applicable Law. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Informational Documents prepared by it any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion (which approval shall not be unreasonably withheld); provided, however, that Acquiror shall not withhold approval of any information required to be included by federal or state law or the California Commissioner.

Permit Application. As Unless Acquiror proceeds with a private placement pursuant to Section 6.2(a), then as soon as reasonably practicable after the Amendment Dateexecution of this Agreement, (i) Parent Acquiror shall prepare, with the cooperation of the Company, and file the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice to be sent to the holders of the capital stock of the Company Securityholders pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 12, as amended (the “Hearing Notice”), concerning the hearing (the “Hearing”) held by the California Commissioner to consider the terms and conditions of this Agreement and the issuance of Parent Common Stock pursuant to the Agreement Merger and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder (“California Securities Law”), and (ii) the Company Acquiror shall prepare, with the cooperation of ParentCompany, an information statement any required additional informational disclosures and documentation to Company Securityholders relating to this Agreement and the transactions contemplated hereby (addressing matters not covered by the Hearing Notice) (collectively, the “Information StatementInformational Documents”). Parent shall use its commercially reasonable efforts , which may include a letter to cause be sent following the issuance of the Permit Application (as defined below) containing the recommendation of the Company’s Board of Directors described in Section 7.11(b) and a solicitation of the Hearing Notice to comply in all material respects with applicable federal approval of the Merger and state securities laws. The adoption of this Agreement by the Company shall use its commercially reasonable efforts to cause the Information Statement to comply in all material respects with applicable federal securities laws and state corporate and securities lawsStockholders. Each of the Company and Parent Acquiror shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the Informational Documents to comply with all requirements of Applicable Law (including federal and state securities laws and the Code and regulations promulgated thereunder). Each of the Company and Acquiror shall provide promptly to the other party such information concerning its respective business and financial statements and affairs as, in the reasonable judgment of the requesting providing party or its counsel, may be required or appropriate for inclusion in the Permit Application (including, without limitation, the Information Statement to be provided by the Company)Application, the Hearing Notice or the Information StatementInformational Documents, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information StatementInformational Documents. The Hearing Notice and Informational Documents shall constitute disclosure documents for the offer and issuance of the shares of Acquiror Common Stock to be received by the holders of the Company Capital Stock in the Merger (including the Initial Stock Consideration, First Booking Stock Earnout and all Subsequent Booking Stock Earnouts) and a proxy statement for solicitation of approval of the Merger and adoption of this Agreement by the Company Stockholders. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Hearing Notice or the Informational Documents, the Company and Acquiror shall cooperate in delivering any such amendment or supplement to all the holders of the Company Capital Stock and/or Company Options and/or filing any such amendment or supplement with the California Commissioner or its staff and/or any other government officials to the extent required by Applicable Law. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Informational Documents prepared by it any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion; provided, however, that Acquiror shall not delay, condition or withhold approval of any information required to be included by federal or state law or the California Commissioner.

Permit Application. As soon as reasonably practicable after the Amendment Dateexecution of this Agreement, (i) Parent Acquiror shall prepare, with the cooperation of the Company, and file the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice to be sent to the holders of the capital stock of the Company Securityholders pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 12, as amended (the “Hearing Notice”), concerning the hearing (the “Hearing”) held by the California Commissioner to consider the terms and conditions of this Agreement and the issuance of Parent Common Stock pursuant to the Agreement Merger and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder (“California Securities Law”), and (ii) the Company Acquiror shall prepare, with the cooperation of ParentCompany, an information statement any required additional informational disclosures and documentation to Company Securityholders relating to this Agreement and the transactions contemplated hereby (addressing matters not covered by the Hearing Notice) (collectively, the “Information StatementInformational Documents”). Parent shall use its commercially reasonable efforts , which may include a letter to cause be sent following the issuance of the Permit Application (as defined below) containing the recommendation of the Company’s Board of Directors described in Section 7.11(b) and a solicitation of the Hearing Notice to comply in all material respects with applicable federal approval of the Merger and state securities laws. The adoption of this Agreement by the Company shall use its commercially reasonable efforts to cause the Information Statement to comply in all material respects with applicable federal securities laws and state corporate and securities lawsStockholders. Each of the Company and Parent Acquiror shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the Informational Documents to comply with all requirements of Applicable Law (including federal and state securities laws and the Code and regulations promulgated thereunder). Each of the Company and Acquiror shall provide promptly to the other party such information concerning its respective business and financial statements and affairs as, in the reasonable judgment of the requesting providing party or its counsel, may be required or appropriate for inclusion in the Permit Application (including, without limitation, the Information Statement to be provided by the Company)Application, the Hearing Notice or the Information StatementInformational Documents, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information StatementInformational Documents. Without limiting the foregoing, Company shall provide, within five (5) business days after the execution of this Agreement, all financial statements required by Section 260.613 of the California Code of Regulations. The Hearing Notice and Informational Documents shall constitute disclosure documents for the offer and issuance of the shares of Acquiror Common Stock to be received by the holders of the Company Capital Stock in the Merger and a proxy statement for solicitation of approval of the Merger and adoption of this Agreement by the Company Stockholders. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Hearing Notice or the Informational Documents, the Company and Acquiror shall cooperate in delivering any such amendment or supplement to all the holders of the Company Capital Stock and/or Company Options and/or filing any such amendment or supplement with the California Commissioner or its staff and/or any other government officials to the extent required by Applicable Law. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Informational Documents prepared by it any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion (which approval shall not be unreasonably withheld); provided, however, that Acquiror shall not withhold approval of any information required to be included by federal or state law or the California Commissioner.

Permit Application. As soon as reasonably practicable after the Amendment Agreement Date, (i) Parent Acquiror shall prepare, with the cooperation of the CompanyTarget, and file the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice to be sent to the holders of the capital stock of the Company Target Capital Stock pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 12, as amended (the “Hearing Notice”), Table of Contents concerning the hearing (the “Hearing”) held by the California Commissioner to consider the terms and conditions of this Agreement and the issuance of Parent Common Stock pursuant to the Agreement Merger and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder (“California Securities Law”), and (ii) the Company Target shall prepare, with the cooperation of ParentAcquiror and based upon a form prepared by Acquiror, an information statement relating to this Agreement and the transactions contemplated hereby (the “Information Statement”). Parent Each of Target and Acquiror shall use its commercially reasonable efforts to cause the Permit Application and Application, the Hearing Notice and the Information Statement to comply in with all material respects with requirements of applicable federal and state securities laws. The Company shall use its commercially reasonable efforts to cause the Information Statement to comply in all material respects with applicable federal securities laws and state corporate and securities laws. Each of the Company Target and Parent Acquiror shall provide promptly to the other party such information concerning its respective business and financial statements and affairs as, in the reasonable judgment of the requesting providing party or its counsel, may be required or appropriate for inclusion in the Permit Application (including, without limitation, the Information Statement to be provided by the Company)Application, the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement. The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Acquiror Preferred Stock and Acquiror Common Stock to be received by the holders of Target Capital Stock in the Merger and a proxy statement for solicitation of stockholder approval of the Merger. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement, Target and Acquiror shall cooperate in delivering any such amendment or supplement to all the holders of Target Capital Stock and/or filing any such amendment or supplement with the California Commissioner of Corporations (the “California Commissioner”) or its staff and/or any other government officials. The Information Statement shall include the unanimous recommendation of Target’s Board in favor of approval of the Merger and adoption of this Agreement and the conclusion of Target’s Board that the terms and conditions of the Merger and this Agreement are fair, reasonable, advisable and in the best interests of Target and its stockholders. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion.

Permit Application. As soon as reasonably practicable after the Amendment Dateexecution of this Agreement, (i) Parent shall prepare, with the cooperation of the Company, and file the application for permit (the “"Permit Application”") in connection with the Hearing (as defined belowhereinafter defined) and the notice to be sent to the all holders of the capital stock of the Company Shares, Company Options and/or Company Warrants pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 12, as amended (the “"Hearing Notice”"), concerning the requesting a hearing (the “"Hearing”") to be held by the California Commissioner of Corporations (the "California Commissioner") to consider the terms and conditions of this Agreement and the issuance of Parent Common Stock pursuant to the Agreement Merger and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder (“"California Securities Law”"), and (ii) . Each of the Company shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the “Information Statement”). Parent shall use its commercially reasonable diligent efforts to cause the Permit Application and the Hearing Notice to comply in with all material respects with requirements of applicable Law (including federal and state securities laws. The Company shall use its commercially reasonable efforts to cause Laws and the Information Statement to comply in all material respects with applicable federal securities laws Code and state corporate and securities lawsregulations promulgated thereunder). Each of the Company and Parent shall provide promptly to the other party such information concerning its respective business and financial statements and affairs as, in the reasonable judgment of the requesting providing party or its counsel, may be required or appropriate for inclusion in the Permit Application (including, without limitation, the Information Statement to be provided by the Company), or the Hearing Notice or the Information StatementNotice, or in any amendments or supplements thereto, and to cause its counsel and auditors accountants to cooperate with the other’s 's counsel and auditors accountants in the preparation of the Permit Application, Application and the Hearing Notice. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Hearing Notice or the Informational Documents, the Company and Parent shall cooperate in delivering any such amendment or supplement to all the Information Statementholders of the Company Shares, Company Options and/or Company Warrants and/or in filing any such amendment or supplement with the 58. California Commissioner or its staff and/or any other Government officials to the extent required by applicable Law. Anything to the contrary contained herein notwithstanding, the Company shall not include in any additional informational disclosures and documentation ("Informational Documents") provided to its stockholders any information with respect to Parent or its affiliates or associates unless the form and content of such information has been approved by Parent prior to such inclusion; provided, however, that Parent shall not delay, condition or withhold approval of any information required to be included by federal or state Law or the California Commissioner.