Fairness Hearing and Permit. As promptly as practicable after the --------------------------- Agreement Date, the Company and Parent shall prepare, and Parent shall file with the Commissioner, the Permit Application and a request for the Hearing to be held by the Commissioner to consider the terms, conditions and fairness of the transactions contemplated by this Agreement pursuant to Section 25142 of the California Securities Law of 1968, as amended. As soon as the Commissioner issues a permit for the issuance of the shares of Parent Common Stock and the other securities of Parent pursuant to the Merger (the "Permit"), the Company shall mail the Hearing Notice and the Information Statement to all Members of the Company entitled to receive such notice under California Law. The Company and Parent will notify each other promptly of the receipt of any comments from the Commissioner or its staff and of any request by the Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party of any of its representatives, on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or mailing to Members of the Company, such amendment or supplement. The parties shall use their respective commercially reasonable efforts to have the Permit issued under the California Law as promptly as practicable after the filing of the Permit Application and shall fully cooperate with each other in good faith to assist in such efforts.
Fairness Hearing and Permit. As soon as reasonably practical after the date of this Agreement and the preparation of the draft Information Statement, Parent shall use its commercially reasonable efforts to file with the California Department of Corporations an Application for Fairness Hearing pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder ("CALIFORNIA SECURITIES LAW") for approval of the terms and conditions regarding the issuance of the shares of Parent Common Stock in the Merger, and to obtain Qualification by Permit regarding the issuance of the shares of Parent Common Stock in the Merger pursuant to a permit issued under Section 25121 of the California Securities Law (the "Section 3(a)(10) Application").
Fairness Hearing and Permit. (a) As promptly as practicable after the execution of this Agreement, at Acquiror's expense, Acquiror shall prepare (i) the notice sent to the stockholders of Target pursuant to, and meeting the requirements of, Article 2 of Subchapter 1 of the California Administrative Code, title 10, Chapter 3, Subchapter 2, as amended (the "Hearing Notice"), concerning the hearing held by the California Commission of Corporations (the "Commissioner") to consider the terms, conditions and fairness of the transactions contemplated hereby pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended (the "Hearing"), (ii) the application for permit filed with the Commissioner in connection with the Hearing (the "Application") and (iii) the information statement mailed to stockholders of Target in connection with the transactions contemplated hereby (the "Information Statement"). As soon as permitted by the Commissioner, Acquiror shall mail the Hearing Notice to all stockholders of Target, at Acquiror's expense, entitled to receive such notice under Delaware law. Target and Acquiror will notify each other promptly of the receipt of any comments from the Commissioner or its staff and of any request by the Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, Target shall promptly inform Acquiror of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or mailing to stockholders of Target, such amendment or supplement, at Acquiror's expense. The Information Statement shall include the recommendation of the Board of Directors of Target in favor of the Merger Agreement and the Merger and the conclusion of the stockholders of Target.
Fairness Hearing and Permit. The hearing on the fairness of the Mergers pursuant to Section 25142 of the CGCL shall have occurred, and Newco shall have received a permit relating to the issuance of the Newco Securities pursuant to the Mergers and the other transactions contemplated by this Agreement, from the Department of Corporations of the State of California pursuant to its Application for Qualification of Securities by permit under Section 25121 of the CGCL.
Fairness Hearing and Permit. Sequana, with the assistance and cooperation of the NemaPharm, will as soon as practicable prepare and file with the California Commissioner of Corporations (the "Commissioner") a permit application with respect to the Merger and the issuance of the shares of Sequana Common Stock in connection therewith (the "Permit Application") and a request for a hearing (the "Hearing"), including the notice to be sent to shareholders of NemaPharm concerning the hearing (the "Hearing Notice"), to be held by the Commissioner to consider the terms, conditions and fairness of the transactions contemplated by this Agreement pursuant to Sections 25121 and 25142 of the California Corporate Securities Law of 1968, as amended (the "California Securities Law"), respectively and shall use reasonable efforts to obtain the Commissioner's approval thereof. As soon as permitted by the Commissioner, Sequana shall cause the mailing of the Hearing Notice to all holders of capital stock of NemaPharm entitled to receive such notice pursuant to the requirements of the rules of the Commissioner and the California Securities Law. NemaPharm shall furnish Sequana with such data and information concerning NemaPharm as is necessary for Sequana's preparation and filing of the Permit Application, the Hearing Request and the Hearing Notice. All documents relating to the Hearing and filed with the Commissioner shall contain all of the material required to be contained therein by the California Securities Law and the rules and regulations thereunder. If such Permit Application is not approved at or following the Hearing, following the Closing Date Sequana will, promptly after receiving
Fairness Hearing and Permit. IMSL has filed or will file the Permit --------------------------- Application with the Commissioner and the Hearing Request for the Hearing to be held by the Commissioner to consider the terms, conditions and fairness of the transactions contemplated by this Agreement and the Merger Certificates pursuant to Section 25142 of the California Corporate Securities Laws of 1968, as amended. As soon as permitted by the Commissioner, IMSL shall cause the mailing of the Hearing Notice to all PVI Stockholders entitled to receive such notice pursuant to the requirements of the rules of the Commissioner and the California Corporate Securities Laws of 1968, as amended. PVI shall furnish to IMSL such data and information concerning PVI as is necessary for IMSL's preparation and filing of the Permit Application, the Hearing Request and the Hearing Notice. All documents relating to the Hearing and filed with the Commissioner shall contain all of the material required to be contained therein by the California Corporate Securities Laws of 1968, as amended, and the rules and regulations thereunder. All documents relating to the Hearing and to be mailed to PVI Stock holders shall be reviewed and approved by PVI prior to mailing.
Fairness Hearing and Permit. All parties hereto acknowledge that Parent intends to issue Parent Common Stock to the Shareholders pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), provided by Section 3(a)(10) of the Act, and that in order to qualify for such exemption Parent must apply to the California Commissioner of Corporations for a permit (the "Permit"), which may only be issued after a public hearing on the fairness of the terms and conditions of the Merger (the "Fairness Hearing"). Within fifteen (15) days from the date of this Agreement, Parent at its sole cost and expense and with the full cooperation and assistance of the Company, shall prepare an Application for Qualification of Securities by Permit under Section 25121 of the California Corporate Securities Law of 1968, as amended, a related Notice of Hearing and a proxy statement (to the extent required) and other disclosure materials (the "Disclosure Document") to be supplied to the Shareholders of the Company in connection with the transactions contemplated hereby (collectively, the "Hearing Documents"). Within said fifteen (15) day period, Parent shall cause to be filed, at its sole cost and expense and with the full cooperation of the Company, the Disclosure Document and the Hearing Documents with the California Department of Corporations and request a hearing on the fairness of the Merger pursuant to Section 25132 of such California Corporate Securities Law. Parent and the Company will thereafter endeavor in good faith to obtain a finding of fairness and the issuance of a permit to such effect by the California Department of Corporations as a result of such hearing, but they shall in no event be required to alter the terms of the Merger in order to obtain such finding and issuance. All parties hereto shall proceed expeditiously and cooperate fully in making available all information necessary to complete the Permit application and to participate as may be necessary or appropriate at the Fairness Hearing.
Fairness Hearing and Permit. As soon as reasonably practicable after the execution of this Agreement, Magma and the Company shall prepare, and Magma shall file with the California Commissioner, the Permit Application and a request for the Fairness Hearing to be held by the California Commissioner to consider the terms, conditions and fairness of the transactions contemplated by this Agreement pursuant to Section 25142 of the California Corporate Securities Laws of 1968, as amended. As soon as permitted by the California Commissioner, the Company shall mail the Notice of Hearing to all Company Shareholders entitled to receive such notice under California Law. The Company and Magma will notify each other promptly of the receipt of any comments from the California Commissioner or its staff and of any request by the California Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Magma and the Company shall use their commercially reasonable efforts to resolve, as soon as reasonably practicable, objections to the Permit Application, if any, raised by the comments of the California Commissioner or its staff with respect to the transactions contemplated hereby.
Fairness Hearing and Permit. As promptly as practicable after the execution of this Agreement, Target and Acquiror shall prepare, and Acquiror shall file with the Commissioner, the Permit Application and a request for the Hearing to be held by the Commissioner to consider the terms, conditions and fairness of the transactions contemplated by this Agreement and the Merger Agreement pursuant to Section 25142 of the California Corporate Securities Laws of 1968, as amended. As soon as permitted by the Commissioner, Target shall mail the Hearing Notice to all stockholders of Target entitled to receive such notice under Delaware Law. Target and Acquiror will notify each other promptly of the receipt of any comments from the Commissioner or its staff and of any request by the Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, each party shall promptly inform the other of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or mailing to stockholders of Target, such amendment or supplement. The Information Statement shall include the recommendation of the Board of Directors of Target in favor of the Merger Agreement and the Merger and the conclusion of the Board of Directors of Target that the terms and conditions of the Merger are fair and reasonable to the stockholders of Target. Anything to the contrary contained herein notwithstanding, Target shall not include in the Information Statement any information with respect to Acquiror or its affiliates or associates, the form and content of which information shall not have been approved by Acquiror prior to such inclusion. If the Commissioner informs Acquiror or Target of its determination not to (A) grant the Hearing, (B) permit the mailing of the Notice of Hearing or (C) issue the Permit, Target and Acquiror shall prepare, and Acquiror shall file with the SEC the Registration Statement, which shall comply in form with applicable SEC requirements and shall use all reasonable effor...
Fairness Hearing and Permit. Purchaser and Seller and ------------ --------------------------- the Securityholders shall prepare an Application for Qualification of Securities by Permit under Section 25121 of the California Corporate Securities Law of 1968, as amended, a related Notice of Hearing and other disclosure materials (the "Disclosure Document") to be supplied to the Securityholders of Seller in connection with the transactions contemplated hereby (collectively, the "Hearing Documents"). Purchaser and Seller will file the Disclosure Document and the Hearing Documents as promptly as practicable with the California Department of Corporations and request a hearing on the fairness of the issuance of the Purchase Shares pursuant to Section 25142 of such California
