Registration Statements and Proxy Statements Sample Clauses

Registration Statements and Proxy Statements. 5.1 Each Corporation shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Portfolios.
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
Registration Statements and Proxy Statements. (a) As soon as is reasonably practicable after the date hereof (i) Olsten, in cooperation with Adecco, will prepare the Olsten Proxy Statement, (ii) Olsten and OHS shall prepare a Registration Statement on Form S-4 (or any successor form) in connection with the registration under the Securities Act of the shares of OHS Common Stock to be issued at the Effective Time as Split-Off Consideration (the "OHS Registration Statement"), (iii) Adecco will prepare the Adecco Proxy Statement, (iv) Adecco will prepare a Registration Statement on Form F-4 (or any successor form) (the "Adecco Registration Statement") and will cause the Depositary to prepare a Registration Statement on Form F-6 (or any successor form) (the "Depositary Registration Statement," and together with the OHS Registration Statement and the Adecco Registration Statement, the "Registration Statements"), in each case in connection with the registration under the Securities Act of the shares of Adecco Common Stock and Adecco ADSs (evidenced by Adecco ADRs) to be issued at the Effective Time as Stock Consideration. Olsten shall, with the cooperation of Adecco, file the Olsten Proxy Statement with the SEC and shall cause OHS to timely file the OHS Registration Statement with the SEC and Adecco shall, with the cooperation of Olsten, timely file the Adecco Registration Statement with the SEC. The parties will cooperate to cause the Olsten Proxy Statement, the OHS Registration Statement and the Adecco Registration Statement (collectively, the "Filed Documents") to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The parties will cooperate to cause the Adecco Proxy Statement to comply with any applicable laws or regulations, including those of any foreign or national securities exchange on which Adecco Common Stock or Adecco ADSs are listed. Olsten and Adecco shall, and Olsten shall cause OHS to, use their respective reasonable best efforts to have the Olsten Proxy Statement cleared by the SEC, to have the OHS Registration Statement and the Adecco Registration Statement declared effective by the SEC as promptly as practicable after the filing thereof (including, without limitation, responding to any comments received from the SEC with respect thereto) and to keep the OHS Registration Statement and the Adecco Registration Statement effective as long as is necessary to consummate the Split-Off and the Merger, as applicable. Each party shall...
Sample 1

Related to Registration Statements and Proxy Statements

  • Prospectuses and Proxy Statements; Voting 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts.

Time is Money Join Law Insider Premium to draft better contracts faster.