Preparation of the Registration Statement. As soon as reasonably practicable following the date of this Agreement, (a) Catalytica, Holdings, Worsley and the Companies shall prepare and file with the SEC (as part of the Registration Statement) the Proxy Statement/Prospectus relating to the stockholder Meeting of Catalytica and the issuance of Holdings Common Stock in the Merger and the Contribution, and (b) Holdings will prepare and file with the SEC the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus in connection with the registration under the Securities Act of the shares of Holdings Common Stock to be issued in connection with the Merger and the Contribution. Each of Catalytica, Holdings, Worsley and the Companies shall provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement pursuant to this Section 6.11, 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 Proxy Statement/Prospectus and the Registration Statement. Each of Catalytica, Holdings, Worsley and the Companies will respond to any comments from the SEC, will use all reasonable efforts to cause the Registration Statement to be 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, the Contribution and the other transactions contemplated hereby. Each of Catalytica, Holdings, Worsley and the Companies will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Proxy Statement/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Catalytica, Holdings, Worsley or the Companies, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Catalytica or to Worsley, such amendment or supplement. Each of Holdings, Catalytica, Worsley and the Companies shall cooperate and provide the other (and its counse...
Preparation of the Registration Statement. Unitholder ----------------------------------------------------- Meeting. (a) Promptly following the date of this Agreement, the Partnership and ------- the Corporation shall prepare the Proxy Statement/Prospectus and shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus will be included. Each of the Partnership and the Corporation shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. The Partnership and the Corporation will use their reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Unitholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The Partnership and the Corporation shall also take any action required to be taken under any applicable state securities laws in connection with the registration and qualification of the Preferred Stock and the Common Stock.
Preparation of the Registration Statement. From and after the ----------------------------------------- Effective Time, Buyer, Buyer Principals, each of the other parties hereto and Bostonia Group, Inc. and its affiliates, shall use their respective best efforts to promptly prepare (or cause to be prepared, including, without limitation, causing the Surviving Corporation to be timely provided with all information and documentation requested by the Surviving Corporation) and the Surviving Corporation shall file with the SEC a Form 10-SB (the "Registration Statement") and will use their best respective efforts to respond to the comments of the SEC in connection therewith and to furnish all information required by the SEC to prepare a final and effective Registration Statement no later than November 1999.
Preparation of the Registration Statement. (a) As soon as practicable following the date of this Agreement, the Company, Parent and Newco shall prepare and file with the SEC the Registration Statement, in which the Information Statement shall be included. Each of the Company, Parent and Newco shall use commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. The Information Statement shall disclose that the Board of Directors of the Company has voted in favor of approval and adoption of this Agreement and the Merger, and that the Boards of Directors of Parent and Newco have voted in favor of approval of the issuance of Parent Common Stock in connection with the Merger. The Company shall use commercially reasonable efforts to cause the Information Statement to be mailed to its stockholders as promptly as practicable after the Registration Statement becomes effective.
Preparation of the Registration Statement. Checkers shall prepare and file with the SEC a registration statement on Form S-4 (including the related prospectus), and required amendments thereto or supplements to any prospectus contained therein (the "Registration Statement"), and all necessary or appropriate related securities law or blue sky filings required in the State of Tennessee (together with all amendments and supplements thereto, the "Blue Sky Filings"), relating to the issuance of the New Notes and the shares of Common Stock issuable upon conversion of the New Notes, and shall use its commercially reasonable best efforts to have the same declared effective by the SEC as expeditiously as practicable, and shall use its commercially reasonable best efforts to keep such Registration Statement and Blue Sky Filings current for such period of time as is required for NTDT to complete the conversion of all of the New Notes into shares of Common Stock, so long as NTDT proceeds in good faith to convert such New Notes and sell the shares of Common Stock received upon conversion in a prompt but orderly manner as described in Section 6.03 hereof; provided, however, that Checkers shall have the right (i) to defer the initial filing or request for acceleration of effectiveness or (ii) after effectiveness, to suspend effectiveness of any such registration statement, if, in the good faith judgment of the board of directors of Checkers and upon the advice of counsel to Checkers, such delay in filing or requesting acceleration of effectiveness or such suspension of effectiveness is necessary in light of the existence of material non-public information (financial or otherwise) concerning Checkers, disclosure of which at the time is not, in the opinion of the board of directors of Checkers upon the advice of counsel, (a) otherwise required, and (b) in the best interests of Checkers. Checkers shall not voluntarily take any action that would cause more than a 90-day delay in filing or requesting acceleration of effectiveness or a 90-day suspension of effectiveness. The Registration Statement will not cover resales of the Common Stock. When the Registration Statement is declared effective by the SEC, Checkers shall give NTDT prompt notice of such fact and shall supply NTDT with sufficient copies of the prospectus contained in such Registration Statement to enable NTDT to send copies to each of its partners in connection with calling of a meeting of such partners for the purpose of voting on this Agreement and the ...
Preparation of the Registration Statement the Consent Statement/Prospectus.
Preparation of the Registration Statement. On or before April 22, 1996, Checkers shall prepare and file with the SEC a registration statement on Form S-4 (including the related prospectus), and required amendments thereto or supplements to any prospectus contained therein (the "Registration Statement"), relating to the issuance of the shares of Common Stock contemplated to be issued under Section 2.01 of this Agreement, and shall use its commercially reasonable best efforts to have the same declared effective by the SEC as expeditiously as practicable; provided, however, that Checkers shall have the right (i) to defer the initial filing or request for acceleration of effectiveness or (ii) after effectiveness, to suspend effectiveness of any such registration statement, if, in the good faith judgment of the board of directors of Checkers and upon the advice of counsel to Checkers, such delay in filing or requesting acceleration of effectiveness or such suspension of effectiveness is necessary in light of the existence of material non-public information (financial or otherwise) concerning Checkers, disclosure of which at the time is not, in the opinion of the board of directors of Checkers upon the advice of counsel, (a) otherwise required, and (b) in the best interests of Checkers. Checkers shall also take any action required to be taken under any applicable state blue sky laws in connection with the issuance of shares of Common Stock
Preparation of the Registration Statement. Each of the Parties agrees to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”), including a joint proxy statement and other proxy solicitation materials of the Partnership and prospectus of TEGP constituting a part thereof (the “Proxy Statement”) and all related documents, to be filed by TEGP with the SEC in order to register the issuance of the New TEGP Class A Shares to be issued in the Merger, as contemplated by this Agreement. Provided each of the other Parties has cooperated in the preparation of the Registration Statement as provided in this Section 5.3(a), TEGP shall use its commercially reasonable efforts to file the Registration Statement with the SEC as promptly as reasonably practicable, and in any event within twenty (20) days, following the Execution Date. Each of TEGP and the Partnership shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and to maintain the Registration Statement in effect until the earlier of the consummation of the Transactions or the termination of this Agreement in accordance with Article VII. Each of the Parties also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to consummate the Transactions. Each of the Parties agrees to furnish to the other Parties all information concerning the members of the TEGP Group and the members of the Partnership Group, as applicable, and to take such other action as may be reasonably requested in connection with the foregoing.
Preparation of the Registration Statement. (a) As promptly as practicable after the execution of this Agreement, to the extent such filings are required by Law in connection with the transactions contemplated by this Agreement, Merger Partner, Merger Partner Equityholder, the Company and SpinCo shall jointly prepare and SpinCo shall file with the SEC the SpinCo Registration Statement.
Preparation of the Registration Statement. AND THE PROXY STATEMENT; SHAREHOLDERS' MEETINGS; CONSENTS.
