COVENANTS OF PARENT AND THE COMPANY. The parties hereto agree that:
COVENANTS OF PARENT AND THE COMPANY. SECTION 8.1. HSR Act Filings; Reasonable Efforts; Notification.......... 26 SECTION 8.2. Public Announcements....................................... 28 SECTION 8.3. No Solicitation............................................ 28 ARTICLE IX
COVENANTS OF PARENT AND THE COMPANY. From the date hereof until the occurrence of the earlier of (i) the Effective Time or (ii) termination of this Agreement pursuant to Section 9.1 hereof, the Company and Parent agree that:
COVENANTS OF PARENT AND THE COMPANY. The parties hereto covenant and agree that:
COVENANTS OF PARENT AND THE COMPANY. Each of Parent and the Company covenants and agrees with the other that:
COVENANTS OF PARENT AND THE COMPANY. Section 8.01
COVENANTS OF PARENT AND THE COMPANY. 45 SECTION 7.1 Best Efforts...................................................45 SECTION 7.2
COVENANTS OF PARENT AND THE COMPANY. The parties hereto agree that: Section 9.01. COMPANY PROXY STATEMENT AND MERGER FORM S-4. If Merger Co. does not own at least 90% of the issued and outstanding Company Common Stock following the Offer and the Exchange Offer, the Company shall promptly prepare the Company Proxy Statement and Parent shall promptly prepare and file with the SEC the Registration Statement on Form S-4, for shares of Parent Common Stock to be issued in the Merger, containing information required by Regulation S-K under the Exchange Act (the "MERGER FORM S-4"), in which the Company Proxy Statement will be included. The Company, Parent and Merger Co. shall cooperate with each other in the preparation of the Merger Form S-4 and any amendment or supplement thereto, and each shall notify the other of the receipt of any comments of the SEC with respect to the Merger Form S-4 and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to the other promptly copies of all correspondence between Parent or the Company, as the case may be, or any of its Representatives and the SEC with respect to the Merger Form S-4. Parent shall give the Company and its counsel the opportunity to review the Merger Form S-4 and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Co. agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. Each of the Company, Parent and Merger Co. shall use its reasonable best efforts to cause the Merger Form S-4 to be declared effective by the SEC as promptly as practicable. Parent shall promptly take any action (other than qualifying as a foreign corporation or taking any action which would subject it to service of process in any jurisdiction where Parent is not now so qualified or subject) required to be taken under foreign or state securities or Blue Sky laws in connection with the issuance of Parent Common Stock in the Merger. As promptly as practicable after the Merger Form S-4 shall have become effective, Parent and the Company shall fully cooperate with each other to cause the Proxy Statement/Prospectus contained in the Merger Form S-4 to be mailed to stockholders of the Company and Parent. Parent will advise Company, promptly after it receives notice thereof, of (i) the time when the Me...
COVENANTS OF PARENT AND THE COMPANY. 36 Section 9.01 Reasonable Best Efforts............................ 36 Section 9.02 Certain Filings.................................... 37 Section 9.03 Public Announcements............................... 37 Section 9.04 Further Assurances................................. 37
COVENANTS OF PARENT AND THE COMPANY. 7.1 Regulatory Applications; Reasonable Efforts; Notification...........................14 7.2 Press Releases......................................................................15 7.3
