Common use of Exchange Registration Statement Clause in Contracts

Exchange Registration Statement. In connection with an Exchange Offer, the Company shall (i) comply with all applicable provisions of Section 8(b) below, (ii) use its reasonable best efforts to effect such exchange and to permit the resale of Exchange Shares by Broker-Dealers that tendered in the Exchange Offer Preferred Shares that such Broker-Dealer acquired for its own account as a result of its market making activities or other trading activities being sold in accordance with the intended method or methods of distribution thereof, and (iii) comply with all of the following provisions: (A) If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company to consummate an Exchange Offer for such Preferred Shares. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, participating in telephonic conferences with the Commission, delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and diligently pursuing a resolution (which need not be favorable) by the Commission staff. (B) Prior to effectiveness of the Exchange Registration Statement, the Company shall provide a supplemental letter to the Commission stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to Section 8(a)(i) above, including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Shares to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Shares in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Shares received in the Exchange Offer and any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to Section 8(a)(i) above, if applicable.

Exchange Registration Statement. In connection with an Exchange OfferSubject to Section 3(c) and the following paragraphs of this Section 3(b), in lieu of requesting the Company to file or to cause to become effective a Shelf Registration Statement pursuant to Section 3(a) above, any Holder or Holders of Registrable Securities shall (i) comply with all applicable provisions of Section 8(b) belowhave the right, (ii) by delivering a Demand Notice, to request the Company use its reasonable best efforts to effect file under the Securities Act a registration statement relating to an offer to exchange (such exchange registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) all or a portion of such Holders’ Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to permit the resale Registrable Securities (and are entitled to the benefits of a trust indenture which is substantially identical to the Exchange Shares by BrokerNotes Indenture or is the Exchange Notes Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer (such new debt securities, including any such notes issued as pay-Dealers in-kind interest on any such other notes, hereinafter called “Registered Exchange Notes”), provided that tendered in (A) the aggregate outstanding principal amount of the Registrable Securities being so exchanged shall represent not less than 15% of the aggregate outstanding principal amount of all Securities and (B) the Company shall not be obligated to file an Exchange Registration Statement relating to any Demand Notice under this Section 3(b) within a period of 180 days after the Effective Time of any other Registration Statement relating to any Demand Notice under Section 3(a) or Section 3(b). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence the Exchange Offer Preferred Shares that such Broker-Dealer acquired for its own account as a result of its market making activities or other trading activities being sold in accordance with promptly after the intended method or methods of distribution thereof, and (iii) comply with all of the following provisions: (A) If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company to consummate an Exchange Offer for such Preferred Shares. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company hereby agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, participating in telephonic conferences with the Commission, delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and diligently pursuing a resolution (which need not be favorable) by the Commission staff. (B) Prior to effectiveness Effective Time of the Exchange Registration Statement, the Company shall provide a supplemental letter to the Commission stating that the Company is registering hold the Exchange Offer in reliance on open for the position period required by applicable law (including pursuant to any applicable interpretation by the staff of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988SEC), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ but in any event for at least 20 business days, and Co.exchange the Registered Exchange Notes for all Registrable Securities that have been validly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. If the Company commences the Exchange Offer, Inc. the Company will be entitled to close the Exchange Offer 30 days after the commencement thereof (available June 5or at the end of such shorter period permitted by applicable law), 1991) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to Section 8(a)(i) above, including a representation provided that the Company has not entered into any arrangement or understanding accepted all the Registrable Securities validly tendered in accordance with any Person to distribute the terms of the Exchange Shares Offer. The Company agrees (x) to be received include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Registered Exchange Notes that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Registered Exchange Notes are first issued in the Exchange Offer and thatending upon the earlier of the expiration of the 90th day after the Exchange Offer has been completed and such time as such broker-dealers no longer own any Registrable Securities. Within 10 days after receipt by the Company of a Demand Notice in accordance with this Section 3(b), the Company shall give written notice of such Demand Notice to all other Holders of Registrable Securities and shall, subject to the best provisions of Section 3(d) hereof, include in such registration all Registrable Securities with respect to which the Company's information and belief, each Company received written requests for inclusion therein within 15 days after such notice is given by the Company to such Holders. Each Holder participating in the Exchange Offer is acquiring shall be required to represent to the Company that (i) any Registered Exchange Shares Notes received by such Holder will be acquired in its the ordinary course of business and business, (ii) at the time of the commencement of the Exchange Offer such Holder has no arrangement arrangements or understanding with any Person person to participate in the distribution of the Securities or the Registered Exchange Shares received Notes within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Registered Exchange Offer Notes, (v) if such Holder is a broker-dealer, that it will receive Registered Exchange Notes for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any other undertaking or representation required by resale of such Registered Exchange Notes and (vi) such Holder is not acting on behalf of any person who could not truthfully make the Commission as set forth in any no-action letter obtained pursuant to Section 8(a)(i) above, if applicableforegoing representations.