Registration Statement on Form S-4. (a) Each of Dynegy and Enron shall cooperate and promptly prepare, and Newco shall file with the SEC, as soon as practicable, a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act with respect to the shares of Newco Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Dynegy and of Enron in connection with the transactions contemplated by this Agreement (the "Proxy Statement/Prospectus"). The respective parties shall cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Dynegy and Newco shall use commercially reasonable best efforts, and Enron shall cooperate with Dynegy and Newco, to have the Form S-4 declared effective by the SEC as promptly as practicable. Dynegy and Newco shall use commercially reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary non-U.S. securities laws, state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement, and Dynegy and Enron shall share equally all expenses incident thereto (including all SEC and other filing fees and all printing and mailing expenses associated with the Form S-4 and the Proxy Statement/Prospectus). Newco shall advise Enron and Dynegy, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Newco Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opp...
Registration Statement on Form S-4. As soon as practicable hereafter, Cantel shall file with the SEC (i) a registration statement on Form S-4 (the "S-4") covering the issuance of the Cantel Shares to holders of Converted MediVators Shares in the Merger. Cantel shall use its best efforts to cause the S-4, and each blue sky filing to become effective as soon as practicable. The S-4 shall include a joint proxy statement (the "Proxy Statement") with respect to a Special Meeting of Stockholders of MediVators (the "MediVators Special Meeting") and an Annual Meeting of Stockholders of Cantel (the "Cantel Annual Meeting") contemplated by Section 8.8 hereof. The MediVators Special Meeting and the Cantel Annual Meeting are collectively referred to herein as the "Stockholder Meetings." MediVators and Cantel agree to cooperate in connection with the preparation and filing of the S-4. Without limiting the generality of the foregoing, each of MediVators and Cantel agrees to furnish, and to cause its independent public accountants and attorneys to furnish, Cantel's and MediVators counsel and accountants, as the case may be, promptly with such information as they may reasonably request in order to complete the preparation and filing of the S-4, and any amendments thereto.
Registration Statement on Form S-4. (a) Each of Universal and Hanover shall cooperate and promptly prepare, and Holdco, Universal and Hanover shall file with the SEC, as soon as practicable, a Registration Statement on Form S-4 (the “Form S-4”) under the Securities Act with respect to the shares of Holdco Common Stock issuable in connection with the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the stockholders of Universal and of Hanover in connection with the transactions contemplated by this Agreement (the “Proxy Statement/Prospectus”). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Holdco, Universal and Hanover shall use its reasonable best efforts to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers and the transactions contemplated 49
Registration Statement on Form S-4. (a) Each of Santa Fe and Global shall cooperate and promptly prepare, and Santa Fe shall file with the SEC, as soon as practicable, a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act with respect to the Santa Fe Ordinary Shares issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the stockholders of Santa Fe and of Global in connection with the transactions contemplated by this Agreement (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations
Registration Statement on Form S-4. The registration statement on Form S-4 (the ‘Form S-4”) filed with the Securities and Exchange Commission (the “SEC”) relating to the issuance of the OP Units shall have been declared effective by the SEC and shall not have been subjected to any stop order or other suspension of effectiveness.
Registration Statement on Form S-4. The Form S-4 shall not, at the time it is delivered to stockholders or is declared effective by the SEC or at the Effective Time, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent, Acquisition and Newco make no representation or warranty with respect to any information provided by the Company, its subsidiaries and/or their auditors, attorneys, financial advisors or consultants specifically for use in the Form S-4. The Form S-4 will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the rules and regulations thereunder.
Registration Statement on Form S-4. In the event that the Commissioner does not issue a permit with respect to the exchange of securities in the Merger as contemplated by Section 1.6 hereof, or if for any reason the shares of Acquirer Common Stock to be issued in the Merger are not 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), Acquirer shall register the shares of Acquirer Common Stock to be issued in the Merger (along with certain other business combinations) pursuant to a Registration Statement on Form S-4 as promptly as practicable. In the event the Acquirer is required to register the shares of Acquirer Common Stock as set forth in this Section 5.9, (a) it shall be a condition to each party's obligations hereunder that on or before the Closing, the SEC shall have declared the Registration Statement effective and no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, (b) notwithstanding Section 9.1(b) herein, the Final Date (as defined in Section 9.1(b)) shall be extended to September 30, 2000 and (c) the closing conditions set forth in Sections 7.6 and 8.4 shall be deemed satisfied upon satisfaction of the new condition described in clause (a) above.
Registration Statement on Form S-4. The Parent's Registration Statement on Form S-4 (file no. 33349857), as amended by Amendment No. 1 to Registration Statement on Form S-4 and by Amendment No. 2 to Registration Statement on Form S-4 (the "Registration Statement"), was declared effective on May 12, 1998. As of the date hereof, the Registration Statement does not include an untrue statement of a material fact or omit to state a 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.
Registration Statement on Form S-4. The Form S-4 shall have become effective in accordance with the provisions of the Securities Act. No stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced or threatened. All necessary state securities or blue sky authorizations shall have been received.
Registration Statement on Form S-4. The parties will file a registration statement on Form S-4 with regard to the Merger and the shares of the Surviving Corporation to be issued to the Samsara Stockholders at the Effective Time.
