California Permit. The Commissioner of Corporations for the State of California shall have approved the terms and conditions of the transactions contemplated by this Agreement, and the fairness of such terms and conditions following a hearing for such purpose, and shall have issued the California Permit.
California Permit. The California Permit shall have been issued by the California Commissioner and no Order suspending the effectiveness of the California Permit or any part thereof shall have been issued.
California Permit. The California Commissioner of Corporations ----------------- shall have issued the California Permit and the exemption provided by Section 3(a)(10) of the Securities Act shall be available with respect to the issuance of the Parent Common Stock in the Merger, or the Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued by the SEC with respect to the Form S-4 Registration Statement.
California Permit. The California Commissioner of Corporations shall have approved the terms and conditions of the transactions contemplated by this Agreement, and the fairness of such terms and conditions, following a hearing for such purpose, and shall have issued a California Permit or Parent shall be eligible to rely on the “private placement” exemption under the Securities Act as provided in section 5.1(c).
California Permit. As soon as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare, and Parent shall file (the date of such filing, the “Permit Filing Date”), the necessary documents with the Commissioner of Corporations of the State of California (the “California Commissioner”) to request a hearing (the “Hearing”) to be held by the California Commissioner to consider the terms, conditions and fairness of the Merger pursuant to Sections 25121 and 25142 of the California Corporate Securities Law of 1968 (the “Fairness Hearing Law”), together with an application for a permit (a “California Permit”) from the California Commissioner, so that the issuance of Parent Common Stock in the First Step Merger shall be exempt from registration under the Securities Act, by virtue of the exemption provided by Section 3(a)(10) thereof (such documents to be filed by Parent pursuant to this Section 6.1(a), collectively, the “Permit Application”). The Company shall deliver, or cause to be delivered, the notice of the Hearing (the “Notice”), in the form approved and signed by the California Commissioner, to the Company Stockholders as promptly as practicable and in any event within three Business Days following its approval by the California Commissioner. The Company shall provide to Parent any necessary update that the Company becomes aware of with respect to the identity of the Company Stockholders at least three Business Days prior to such mailing; provided, however, that, unless otherwise agreed by Parent and the Company in writing, the delivery of any notice pursuant to this Section 6.1(a) or Section 6.3 shall not (i) limit or otherwise affect any remedies available to the party receiving such notice provided hereunder; or (ii) be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. Parent and the Company shall prepare a draft of the Permit Application within seven Business Days of the date of this Agreement and use their respective commercially reasonable efforts to finalize such draft as promptly as practicable thereafter. Within one Business Day after finalizing the draft Permit Application, Parent shall file the Permit Application with the California Commissioner.
California Permit. The parties intend that the Parent Common Stock and Parent Preferred Stock issuable pursuant to Section 1.5 of this Agreement will be exempt from registration under the Securities Act by reason of Section 3(a)(10) of the Securities Act through a fairness hearing (the “Fairness Hearing") conducted in the State of California pursuant to the authority granted by Section 25142 of the California Corporations Code, and all amendments and additions thereto (the “California Code"). If deemed necessary or desirable by Parent in its sole discretion, such Fairness Hearing shall also address the cancellation and retirement of the Company Common Stock pursuant to Section 1.5 hereto, the assumption by Parent of the Company Preferred Warrants pursuant to Section 1.6 hereto, the issuance of Parent Common Stock and Parent Preferred Stock pursuant to Section 1.11 hereto, and such other matters as determined by the Parent in its sole discretion. Each of the parties shall, pursuant to Section 5.2(b) hereto, use Commercially Reasonable Efforts (i) to file an application for issuance of a permit pursuant to Section 25121 of the California Code to issue the Merger Consideration and, if deemed necessary or desirable by the Parent in its sole discretion, to cancel and retire the Company Common Stock pursuant to Section 1.5 hereto, to assume the Company Preferred Warrants pursuant to Section 1.6 hereto, to issue the Parent Common Stock and Parent Preferred Stock pursuant to Section 1.11 hereto and to address such other matters as determined by the Parent in its sole discretion (the “Fairness Hearing Notice"), and (ii) to obtain the California permit (the “California Permit") as promptly as practicable thereafter.
California Permit. A California Permit with respect to the acquisition of the Membership Interests and the issuance of the shares of Purchaser Common Stock to be issued to the Sellers hereunder shall have been issued by the Commissioner of the Department of the State of California, or Sellers shall receive "restricted stock" as contemplated by Section 4.13 hereof.
California Permit. The California Commissioner of Corporations shall have issued the California Permit and the exemption provided by Section 3(a)(10) of the Securities Act shall be available with respect to the issuance of the Parent Common Stock in the Merger, or the Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued by the SEC with respect to the Form S-4 Registration Statement. Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company: Representations and Warranties. The representations and warranties of Parent and Merger Sub contained in this Agreement (i) shall have been true and correct as of the date of this Agreement and (ii) shall have been true and correct in all material respects as of the Closing, except for (A) changes contemplated or permitted by this Agreement and (B) except for those representations and warranties that address matters only as of a particular date (which shall have been true and correct as of such date). The Company shall have received a certificates with respect to the foregoing signed on behalf of Parent and Merger Sub by duly authorized officers thereof. Agreements and Covenants. Parent and Merger Sub shall have performed or complied (which performance or compliance shall be subject to Parent's or Merger Sub's ability to cure as provided in Section 8.1(e) below) in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time, and the Company shall have received a certificate to such effect signed on behalf of the Parent and Merger Sub by duly authorized officers thereof. Material Adverse Change. There shall not have occurred or failed to have occurred an event that constitutes a Material Adverse Effect with respect to Parent since March 31, 2000. Legal Opinion. The Company shall have delivered the legal opinions from Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxgal counsel to Parent, in substantially the form attached as Exhibit C. Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the transactions ...
California Permit. As soon as practicable ----------------- after the date hereof SRS shall prepare and file an application (the "Application") with the California Commissioner of Corporations (the "COC") seeking a permit (the "Permit") under Section 25142 of the California Corporations Code for approval of the terms of the Merger on behalf of SRS stockholders after a hearing thereon. At the request of SRS, Eco shall furnish such information regarding Eco as may be reasonably required for inclusion in the Application. SRS shall provide Eco with a draft Application at least two business days prior to filing with the COC. SRS shall use its best efforts to cause the COC to grant the Permit, including appearing at any hearing required thereunder, in order that the approval by the COC would permit Eco to issue the Merger Consideration without registration under the Securities Act of 1933, as amended (the "Securities Act") pursuant to the exemption provided in Section 3(a)(10) thereof.
California Permit. (a) Preparation and Filing of Permit Application. BANK, BHC and PLAZA contemplate that all shares of BHC Common Stock exchanged for shares of PLAZA Common Stock in the Merger shall be exempt from the Securities Act under the provisions of Section 3(a)(10) of such act. BHC shall promptly prepare and file an appropriate application with the Commissioner for a permit to issue and exchange securities as described in Section 25142 of the CGCL and as will be in compliance with the California Corporate Securities Law of 1968 (the “DBO Permit”). The DBO Permit shall approve the issuance of a sufficient number of shares of BHC Common Stock to complete the exchange of shares of PLAZA Common Stock for shares of BHC Common Stock pursuant to Article III of this Agreement. BANK, BHC and PLAZA shall cooperate in all reasonable respects with regard to the preparation of the related Proxy Statement-Offering Circular in preliminary form so it can be filed with the Commissioner for purposes of a permit application under Section 25142 of the CGCL. The Proxy Statement-Offering Circular shall constitute a disclosure document for the offer and issuance of the shares of BHC Common Stock to be received by holders of PLAZA Common Stock in the Merger and, a proxy statement with respect to the solicitation of the shareholders of PLAZA with respect to approval of this Agreement and the transactions contemplated hereby (including the Merger), and shall include (i) a statement to the effect that the PLAZA Board has unanimously recommended that holders of PLAZA Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby (including the Merger), and (ii) such other information as PLAZA and BHC may agree is required or advisable to be included therein. BHC and PLAZA shall each provide promptly to the other such information concerning its business and financial condition and affairs as may be required or appropriate for inclusion in the permit application or in the Proxy Statement-Offering Circular (or other proxy or solicitation materials), and shall cause its legal counsel, financial advisors and independent auditors to cooperate with the other party’s legal counsel, financial advisors and independent auditors in the preparation of the permit application and the Proxy Statement-Offering Circular (and any other proxy or solicitation materials).
