Preparation of SEC Filings. As soon as practicable following the date of the Distribution Shareholder Meeting or such other time as may be agreed upon by Chucktaylor and Victory, to the extent such filings are required by applicable Law, (i) Victory will prepare and file with the Commission a registration statement on Form S-4 (or other appropriate form) (the “Victory Form S-4”) to register the shares of Victory Common Stock to be issued in the Merger, (ii) Victory will prepare and file with the Commission a proxy statement (the “Victory Proxy Statement”) relating to the Victory Stockholder Approval (which Victory Proxy Statement may be included in the Victory Form S-4), (iii) Chucktaylor will prepare and file with the Commission a proxy statement, which, to the extent applicable, may be an amendment to the Distribution Proxy Statement (as defined below) (the “Chucktaylor Proxy Statement”) relating to the Chucktaylor Shareholder Approval (which Chucktaylor Proxy Statement, if it is not reflected in an amendment to the Distribution Proxy Statement and is included in the Victory Form S-4, is in a form reasonably acceptable to Victory), (iv) Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, prepare and file with the Commission one or more amendments to the preliminary proxy statement filed by Chucktaylor with the Commission on June 7, 2012 (the “Distribution Proxy Statement”) relating to the Distribution Shareholder Approval, (v) Chucktaylor will, to the extent necessary or appropriate to reflect the Merger, cause Xxxxx to prepare and file with the Commission one or more amendments to the registration statement on Form 10 filed by Xxxxx with the Commission on June 7, 2012 (the “Xxxxx Form 10”) relating to the Distribution and (vi) the Parties will file such other documents with the Commission or applicable state securities regulators as may be necessary or appropriate in connection with the Merger. Each of Victory and Chucktaylor will use their reasonable best efforts to have the Victory Form S-4, and any other registration statements as may be required declared effective under the Securities Act or Exchange Act, as applicable, as promptly as practicable after such filing. Victory will use its best reasonable efforts to cause the Victory Proxy Statement to be mailed to the Victory Stockholders after the Victory Form S-4 is declared effective under the Securities Act (or at such earlier time as the Parties deem appropriate). Chucktaylor will use its best rea...
Preparation of SEC Filings. (a) As promptly as practicable following the provision of the Audited Financial Statements contemplated by Section 5.03, to the extent such filings are required by applicable Law, Entergy and ITC shall jointly prepare, and (i) ITC shall file with the SEC a registration statement on Form S-4 (together with any amendments, prospectuses or supplements thereto, the “ITC Form S-4”) to register the shares of ITC Common Stock to be issued in the Merger, and a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) relating to the ITC Shareholder Approval, (ii) TransCo shall file with the SEC a registration statement on Form 10/S-4 or a registration statement on Form S-1/S-4, as applicable (either, and together with any amendments, supplements, prospectus or information statements thereto, the “TransCo Registration Statements”) to register the TransCo Common Units to be distributed in the Distribution, (iii) promptly after the ITC Form S-4 and the TransCo Registration Statements have been declared effective, Entergy shall file with the SEC a Schedule TO (together with any amendments thereto, the “Schedule TO”) if Entergy elects to effect the Distribution in whole or in part by means of an Exchange Offer and (iv) the Parties shall file such other appropriate documents with the SEC as may be applicable.
Preparation of SEC Filings. (a) As promptly as practicable following the date of this Agreement, to the extent such filings are required by applicable Law (i) Trident, Fountain and Patriot shall jointly prepare, and Patriot shall file with the SEC, a proxy statement/prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”) which shall constitute the proxy materials to be mailed to Patriot’s shareholders in connection with the Patriot Shareholder Approval, (ii) Trident, Fountain and Patriot shall jointly prepare, and Fountain shall file with the SEC, (A) a registration statement on Form S-4 (together with any amendments, prospectuses or supplements thereto, the “Form S-4”) to register the shares of Fountain Common Stock to be issued in the Merger and (B) a registration statement on Form 10 (together with any amendments, supplements, prospectus or information statements thereto, the “Form 10”) to register the Fountain Common Stock to be distributed in the Distribution, (iii) Trident shall prepare, and file with the SEC, a proxy statement on Schedule 14A to be mailed to the Trident shareholders in connection with the Trident Shareholder Approval and certain other matters (which matters may include the separation of Trident’s North American residential and small business security business (the “Athens Separation”)) (the “Trident Proxy”) and (iv) the Parties shall jointly prepare and file such other appropriate documents with the SEC as may be applicable.
Preparation of SEC Filings. UCP shall file, within four (75) business days of the Closing Date, a current report on Form 8-K and attach as exhibits all relevant agreements with the SEC disclosing the terms of this Agreement and other requisite disclosure regarding the Transactions and including the requisite audited consolidated financial statements of Kapital and the requisite disclosure regarding Kapital.
Preparation of SEC Filings. Prior to the Effective Time, RPDT shall at its sole cost and expense promptly prepare and, if required before the Effective Time, file with the SEC (a) the required Information Statement(s) or proxy materials to be sent to its stockholders and filed with the SEC (either prior to or after Closing), and (b) the required Form 8-K regarding the transactions contemplated herein, which documents shall be subject to the reasonable approval of Rapidtron. Rapidtron shall provide information reasonably requested by RPDT to complete such documents. RPDT shall pay all cost and expense thereof prior to Closing, including the cost of formatting such documents for EDGAR filing. RPDT sxxxx file such documents timely after the Effective Time.
Preparation of SEC Filings. (a) As promptly as practicable following the date hereof, to the extent such filings are required by applicable Law, Parent and RJS shall jointly prepare and file with the SEC the NewCo Registration Statement and the Parties shall use their reasonable best efforts to take such other actions and file such other securities-related documents as may be applicable to the Closing Transactions (including pursuant to any applicable state securities Laws). The Parties shall use their respective reasonable best efforts to have the NewCo Registration Statement and any other securities-related filings that may be required in connection with the Closing Transactions declared effective under the Exchange Act or Securities Act, as applicable, as promptly as reasonably practicable and advisable after such filing. No filing of, or amendment or supplement to, the NewCo Registration Statement shall be made by any Party, in each case without the approval of Parent and RJS (which approval shall not be unreasonably withheld, conditioned or delayed) and subject to providing the other Parties a reasonable opportunity to review and comment thereon.
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Preparation of SEC Filings. (a) As promptly as practicable following the date hereof, to the extent such filings are required by Applicable Law, the Acquirer and the Partnership shall jointly prepare and file with the SEC the Argon HoldCo Registration Statement and the parties hereto shall use their reasonable best efforts to take such other actions and file such other securities-related documents as may be applicable to the transactions contemplated hereby, the Argon Reorganization and the Separation Transaction (including pursuant to any applicable state securities Laws). The parties hereto shall use their respective reasonable best efforts to have the Argon HoldCo Registration Statement and any other securities-related filings that may be required in connection with the transactions contemplated hereby, the Argon Reorganization and the Separation Transaction declared effective under the Exchange Act or Securities Act, as applicable, as promptly as reasonably practicable and advisable after such filing. No filing of, or amendment or supplement to, the Argon HoldCo Registration Statement shall be made by any party hereto, in each case, without the approval of the Acquirer; provided, that (i) the Acquirer shall consult with the Founder prior to granting such approval, (ii) the Founder and his Representatives shall have a reasonable opportunity to review and comment thereon and (iii) the Acquirer shall consider any such comments in good faith.
Preparation of SEC Filings. (a) The Company will use its best efforts to prepare and file with the Securities and Exchange Commission (the "SEC") the registration statements and other filings which the Company is required to file with the SEC in order to consummate the Amalgamation and Related Transactions (the "Transactions"). The Company will file with all Canadian securities commissions, except in the province of Quebec (the "Canadian Securities Commissions"), all filings which the Company is required to file with the Canadian Securities Commissions in order to consummate the Transactions. The parties acknowledge that the required filings include registration statements pursuant to which the Company will register under the Securities Act: (i) the distribution of 90,000 Company Shares by Global to the shareholders of Global; (ii) the deemed issuance of the shares by the Company as a result of the Continuance of the Company under the CBCA; and (iii) the issuance of the Company Common Shares and the Company Special Shares by the Company pursuant to the Amalgamation.
Preparation of SEC Filings. 59 Section 5.06
