California Fairness Hearing Sample Clauses

California Fairness Hearing. Purchaser shall prepare, with the cooperation of Sellers, and file the California Permit to issue securities in the Transaction as soon as practical after the date of this Agreement and if at all possible, no later than ten (10) Business Days. Purchaser and Sellers shall each use commercially reasonable efforts to cause the California Permit to comply with Requirements of Law. Purchaser shall promptly advise Sellers, in writing, if at any time prior to the Closing, Purchaser shall obtain knowledge of any fact that might make it necessary or appropriate to amend or supplement the California Permit in order to make the statements contained or incorporated by reference therein not misleading or to comply with Requirements of Law. Anything to the contrary contained herein notwithstanding, Purchaser shall not include in the Permit Application any information with respect to Sellers or their Affiliates, the form and content of which information shall not have been approved by Sellers prior to such inclusion. For the avoidance of doubt, this Section 5.4 shall not apply if the Purchaser elects to pay the Closing Amount in cash only.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
California Fairness Hearing. Purchaser intends that the shares of Purchaser Common Stock to be issued to Sellers in connection herewith (including the Initial Stock Payment, the Earn-Out Stock Payment and the Holdback Amount) will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder (the “Securities Act”), by reason of Section 3.10(a) thereof. Purchaser intends that the shares of Purchaser Common Stock to be issued in connection herewith will be qualified under the California Code pursuant to Section 25121 thereof after a fairness hearing has been held pursuant to the authority granted by Section 25142 of the California Code (the “Fairness Hearing”). Purchaser shall use commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities (the “California Permit”) and (ii) to obtain the California Permit promptly thereafter. Sellers shall use commercially reasonable efforts to assist Purchaser (i) in filing promptly following the execution and delivery of this Agreement, an application for issuance of the California Permit and (ii) in obtaining the California Permit promptly thereafter.
Sample 1Sample 2
California Fairness Hearing. The California Fairness Hearing contemplated by Section 3.13 shall have taken place in compliance with Section 3(a)(10) of the Securities Act and the Commissioner shall have issued a permit in conjunction with the Merger such that the provisions of Section 3(a)(10) of the Securities Act shall be applicable to the issuance of shares of Parent Common Stock in the Merger.
Sample 1
California Fairness Hearing. Each of the Buyer and Company shall use its best efforts to make such filings and comply with such requirements as shall be necessary to qualify for the applicable state and federal exemptions.
Sample 1
California Fairness Hearing. Promptly following execution of this Agreement, FindWhat will file with the California Department of Corporations (the "Department") an application for qualification of the FindWhat Common Shares to be issued to the Miva Stockholders in connection with the Merger pursuant to CGCL Sections 25121 and 25142. In connection with the submission of such application and Fairness Hearing to be held by the Department pursuant thereto in order to determine if a permit approving the issuance of such FindWhat Common Shares is appropriate, the parties agree to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the approval of the Merger and the granting of a permit; provided, however, that notwithstanding the foregoing, or anything in this Agreement to the contrary, FindWhat shall not be obligated to amend, modify, or rescind the FindWhat Articles, the FindWhat Bylaws or any other comparable organizational documents of FindWhat or any of its subsidiaries in order to allow the application for qualification to be approved and a permit to be granted. The costs associated with the preparation of the application and the conduct of the Fairness Hearing shall be borne by the appropriate persons pursuant to Section 9.10 of this Agreement. The notice of hearing to be filed with the California Commissioner of Corporations and mailed to the Miva Stockholders, the statements and documents to be introduced into evidence at the Fairness Hearing, and the notice of shareholder meeting to be mailed to the Miva Stockholders (each to the extent prepared by or on behalf of FindWhat) will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Sample 1
California Fairness Hearing. The fairness hearing contemplated by Section 1.6 shall have taken place in compliance with Section 3(a)(10) of the Securities Act and the Commissioner shall have issued a permit in conjunction with the Merger such that the provisions of Section 3(a)(10) of the Securities Act shall be applicable to the issuance of shares of Acquirer Common Stock in the Merger and such shares of Acquirer Common Stock shall be freely tradable subject only to the restrictions imposed by SEC Rule 145(d) on former affiliates of Target and the underwriter lock-up agreement and resale restriction agreement described in Section 8.12 hereof.
Sample 1
California Fairness Hearing. The Parties shall take all reasonable steps required to be taken under the applicable provisions of the Securities Act and under applicable California law in connection with seeking qualification of the issuance of the Merger Shares as exempted securities under Section 3(a)(10) of the Securities Act. The Parties shall use their commercially reasonable efforts to ensure that the California Department of Corporations grants a permit certifying that the exchange of the Merger Shares for the Company Capital Stock as contemplated by the Transactions is “fair, just and equitable”.
Sample 1
AutoNDA by SimpleDocs

Related to California Fairness Hearing

  • Fairness Hearing “Fairness Hearing” means the hearing before the Court relating to the Motion for Final Approval.

  • California Law This Agreement shall be subject to and construed in accordance with the laws of the State of California.

  • California Commissioner of Corporations THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATIONS BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

  • Hearing The grievance shall be heard by a single arbitrator and both parties may be represented by such person or persons as they may choose and designate, and the parties shall have the right to a hearing at which time both parties will have the opportunity to submit evidence, offer testimony, and make oral or written arguments relating to the issues before the arbitrator. The proceeding before the arbitrator shall be a hearing denovo.

  • Arbitration Hearing An Arbitration Hearing will be held within thirty (30) days after the Administrative Conference if no discovery is taken, or within thirty (30) days after the close of discovery, unless all parties and the Panel agree to extend the Arbitration Hearing date, or unless the parties agree in writing to waive the Arbitration Hearing. The parties may mutually agree on the location of the Arbitration Hearing. If the parties fail to agree, the Arbitration Hearing shall be held in Chicago, Illinois, or at such other location determined by the Presiding Arbitrator to be most convenient to the participants. The Panel will determine the date(s) and time(s) of the Arbitration Hearing(s) after consultation with all parties and shall provide reasonable notice thereof to all parties or their representatives.

  • Massachusetts Law This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by the laws of The Commonwealth of Massachusetts.

  • California Civil Code Section 1542 Waiver Employee expressly acknowledges and agrees that all rights under Section 1542 of the California Civil Code are expressly waived. That section provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

  • California Civil Code Section 1542 Executive acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Executive, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect.

  • Waiver of California Civil Code Section 1542 Borrower acknowledges that there is a risk that subsequent to the execution of this Agreement it may incur or suffer losses, damages or injuries which are in some way caused by the transactions referred to in the Loan Documents or this Agreement, but which are unknown and unanticipated at the time this Agreement is executed. Borrower does hereby assume the above mentioned risks and agree that this Agreement shall apply to all unknown or unanticipated results of the transactions and occurrences described herein, as well as those known and anticipated, and upon advice of counsel, Borrower does hereby knowingly waive any and all rights and protections under California Civil Code Section 1542 which section has been duly explained and reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

  • Arbitrator’s Decision 27.3.3.1 The arbitrator's decision and award shall be in writing and shall state concisely the reasons for the award, including the arbitrator's findings of fact and conclusions of law.

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