Registration Statement; Listing. 43 SECTION 5.05. No Prohibition................................................43 SECTION 5.06. Consents; Approvals...........................................43 SECTION 5.07.
Registration Statement; Listing. 46 SECTION 6.05. Governmental Action; No Prohibition...........................46
Registration Statement; Listing. (a) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order.
Registration Statement; Listing. The (i) Registration Statement shall have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement shall have been initiated or be threatened by the SEC and (ii) shares of Company Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on the NASDAQ, subject only to official notice of issuance.
Registration Statement; Listing. (a) As promptly as practicable after the date hereof, but no later than December 31, 2001, the parties shall prepare and file with the Commission a registration statement on Form S-4 under the Securities Act relating to the offering and issuance of the shares of Thane Common stock pursuant to the Merger (the "Registration Statement") and preliminary proxy materials under the Securities Exchange Act relating to the Corporation Special Meeting. The parties shall use their respective commercially reasonable efforts to respond to the comments of the Commission thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper, or advisable. The Corporation will provide Thane with such reasonable information and assistance in connection with the foregoing filings that Thane may reasonably request. Thane will take all commercially reasonable actions that may be necessary, proper, or advisable under state securities laws in connection with the offering and issuance of shares of Thane Common Stock. Thane shall afford the Corporation and its counsel a reasonable opportunity to review and comment upon any description of the Corporation and its Affiliates, this Agreement, the other Documents or the transactions contemplated hereby and thereby set forth in such proxy statement (including all drafts or amendments thereto). Thane shall notify the Corporation promptly of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Corporation with copies of all correspondence between Thane or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such stockholders meeting there shall occur any event that would be required, under the Exchange Act and the rules and regulations thereunder, to be set forth in an amendment or supplement to such proxy statement, the parties will promptly prepare and mail to stockholders such an amendment or supplement.
Registration Statement; Listing. The Registration Statement will have been declared and will remain effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement will have been issued and no action, lawsuit, proceeding or investigation for that purpose will have been initiated or threatened by the SEC, and all approvals required under Blue Sky Laws relating to the shares of Heartland Common Stock issuable to the shareholders of BVBC hereunder will have been received. The shares of Heartland Common Stock issuable to the BVBC Shareholders will have been authorized for listing on the NASDAQ Global Select Market or other national securities exchange, subject to official notice of issuance.
Registration Statement; Listing. The Registration Statement shall have become effective and no stop order suspending such effectiveness shall have been issued or threatened by the SEC that suspends the effectiveness of the Registration Statement and no Proceeding shall have been commenced or be pending or Threatened for such purpose; and the shares of Heartland Common Stock to be issued in the Merger shall have been approved for quotation on NASDAQ (or such other exchange on which the Heartland Common Stock may become listed).
Registration Statement; Listing. SECTION 6.6
Registration Statement; Listing. (a) In the event General Partner elects to make the Wexford Stock Issuance at the Closing, General Partner shall promptly after the Closing (i) prepare and file with the Securities and Exchange Commission (the “SEC”) under the Securities Act a registration statement (the “Registration Statement”) covering resales of the General Partner Common Stock issued pursuant to the Wexford Stock Issuance (the “Registrable Securities”) and shall cause the Registration Statement to be declared effective by the SEC within 60 days after the Closing Date; and (ii) take any action required to be taken under foreign or state securities or Blue Sky laws in connection with the Wexford Stock Issuance, except that General Partner shall not for any such purpose be required to qualify generally to do business as a foreign company or to register as a broker or dealer in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.22(a), or to consent to general service of process in any such jurisdiction, or to be subject to any Tax obligation in any such jurisdiction where it is not then so subject. General Partner shall use its commercially reasonable efforts to cause the Registration Statement to remain effective until the Registrable Securities: (i) have been disposed of in accordance with the Registration Statement; (ii) have been sold in accordance with Rule 144 (or any similar rule or regulation then in effect) under the Securities Act; (iii) become eligible to be publicly sold without limitation as to amount or manner of sale pursuant to Rule 144 (or any similar rule or regulation then in effect) under the Securities Act; or (iv) cease to be outstanding.
Registration Statement; Listing. The Company's registration and listing obligations under Sections 5(g) and (h) of the Purchase Agreement shall remain in full force and effect following the execution of this letter agreement and the termination of the Purchase Agreement.
