Preparation and Filing of Permit Application Sample Clauses

Preparation and Filing of Permit Application. FFI and CFB contemplate that all shares of FFI Common Stock exchanged for shares of CFB Common Stock in the Merger will be exempt from the Securities Act under the provisions of Section 3(a)(10) of such act. FFI shall promptly prepare and file an appropriate application with the Commissioner for a permit to issue and exchange securities as described in Section 25142 of the CGCL (the “California Permit”) and as will be in compliance with the California Corporate Securities Law of 1968. The California Permit shall approve the issuance of a sufficient number of shares of FFI Common Stock to complete the exchange of shares of CFB Common Stock for shares of FFI Common Stock pursuant to Article III of this Agreement. FFI and CFB shall cooperate in all reasonable respects with regard to the preparation of a proxy statement/prospectus (the “Proxy Statement/Prospectus”) in preliminary form so it can be filed with the Commissioner for purposes of a permit application under Section 25142 of the CGCL. The Proxy Statement/Prospectus shall constitute a disclosure document for the offer and issuance of the shares of FFI Common Stock to be received by holders of CFB Common Stock in the Merger and a proxy statement for the solicitation of proxies by CFB with respect to the approval of the Agreement and the transactions contemplated hereby (including the Merger). FFI and CFB shall each provide promptly to the other such information concerning its business and financial condition and affairs as may be required or appropriate for including in the permit application or in the Proxy Statement/Prospectus, and shall cause its legal counsel, financial advisors and independent auditors to cooperate with the other party’s legal counsel, financial advisors and independent auditors in the preparation of the permit application and the Proxy Statement/Prospectus. Each of FFI and CFB further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the permit application or the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein, under the circumstances in which they were made, not false or misleading, it will promptly inform the other party thereof and take, or assist with, the necessary steps to correct the permit application or the Proxy Statement/Prospectus (as the case may be).
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Preparation and Filing of Permit Application. FNB and VCB contemplate that all FNB Shares exchanged for VCB Shares in the Merger shall be exempt from the 1933 Act under the provisions of Section 3(a)(10) of the 1933 Act. FNB shall promptly prepare and file an appropriate application with the Commissioner for a permit to issue and exchange securities as described in Section 25142 of the Corporations Code and as will be in compliance with the California Corporate Securities Law of 1968. Said permit shall approve the issuance of a sufficient number of FNB Shares to complete the exchange of VCB Shares for FNB Shares pursuant to Section 2.1 of this Agreement. FNB and VCB shall cooperate in all reasonable respects with regard to the preparation of a proxy statement and prospectus (the “Proxy Statement/Prospectus”) in preliminary form so it can be filed with the Commissioner for purposes of a permit application under Section 25142 of the Corporations Code. Upon issuance of a permit by the Commissioner, FNB and VCB shall promptly finalize the Proxy Statement/Prospectus for the purpose of submitting the principal terms of the Merger, this Agreement and the Merger Agreement to the shareholders of VCB for their approval. FNB and VCB 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 permit application or in the definitive Proxy Statement/Prospectus or other proxy materials, and shall cause its legal counsel, financial advisors and independent auditors to cooperate with the other party’s legal counsel, financial advisors and independent auditors in the preparation of the permit application and the Proxy Statement/Prospectus and any other proxy materials.
Sample 1

Related to Preparation and Filing of Permit Application

  • Preparation and Filing If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Company shall, as expeditiously as practicable:

  • 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.

  • Filing of Agreement Upon execution of this Agreement, it shall be filed with the appropriate state regulatory agency pursuant to the requirements of Section 252 of the Act. If the regulatory agency imposes any filing or public notice fees regarding the filing or approval of the Agreement, Carrier shall be responsible for publishing the required notice and the publication and/or notice costs shall be borne by Carrier.

  • Interpretation and Application For purposes of this Chapter:

  • Preparation of Proxy Statement Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent.

  • Application Submission Submissions of a rental application does not guarantee approval or acceptance. It does not bind us to accept the application or to sign a Lease contact. APPLICANT SCREENING CRITERIA Fair Housing Statement. Xxxxx Management is an equal housing opportunity & fair housing provider. We do not discriminate against persons on the basis of race, color, religion, national origin, sex, familial status, disability, creed, marital status, public assistance, ancestry, and sexual or affectional orientation. Identification and Application Process. Every person over 18 must give consent to be screened and provide a government issued photo ID. Social Security Number verification may be required for specific housing programs. Application Requirements. Applications must be filled out completely and accurately. Any misstatements or omissions made on your application, whether or not discovered before you move into the building, is grounds for denial of an application or termination of an existing lease. Information must be legible and verifiable. If information given on the application cannot be verified, this is a reason for rejection. Omission of information, such as an address or employer, may be grounds for rejection. Occupancy. The initial maximum number of residents in a unit is equal to two persons per bedroom unless otherwise stated in the property’s Resident Selection Plan, where applicable. Each unit is limited to no more than two (2) unrelated or four (4) related adult persons per unit. Xxxxx Management defines a related adult person as either a child, dependent, or parent of the head of household. General occupancy standards and any federal, state, or local housing ordinances will supersede this policy. Housing History. We require the name and last known telephone number of each landlord/property manager for each address you have had for the last three years. Roommate references are not acceptable. The refusal of a prior landlord to give a reference, or a negative reference, may be grounds for rejection. In the case of first-time renters, or applicants without prior rental history, this requirement may be varied subject to additional requirements of management. Eviction Filings. Unlawful detainers or evictions within the past five (5) years is a basis for denial of an application.

  • Authorization, Execution and Delivery of Agreement This Agreement has been duly authorized and validly executed and delivered by each of the Enterprise Parties.

  • ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.

  • Recording and Filing Borrower will cause the Loan Documents and all amendments and supplements thereto and substitutions therefor to be recorded, filed, re-recorded and re-filed in such manner and in such places as Lender shall reasonably request, and will pay on demand all such recording, filing, re-recording and re-filing taxes, fees and other charges. Borrower shall reimburse Lender, or its servicing agent, for the costs incurred in obtaining a tax service company to verify the status of payment of taxes and assessments on the Property.

  • Printing of Agreement The Employer and the Union will share equally the cost of printing sufficient copies of this Agreement for distribution by the Union. The content of the cover to this Agreement shall be determined by mutual agreement between the parties.

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