General Procedures. If and whenever the Company is required to register Registrable Securities, the Company will use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will as expeditiously as possible: (a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the Registrable Securities covered by such Registration Statement have been sold; (b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; (c) deliver to the Holders and the underwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (d) prior to any public offering of Registrable Securities, register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject; (e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed; (f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not later than the effective date of such Registration Statement; (g) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (h) at least three (3) days prior to the filing of any Registration Statement or prospectus or any amendment or supplement to such Registration Statement or prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel; (i) notify the Holders at any time when a prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then correct such Misstatement as set forth in Section 3.04; (j) permit a representative of the Holders, the underwriters, if any, and any attorney or accountant retained by such Holders or underwriter to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; (k) obtain a “cold comfort” letter from the Company’s independent public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Holders; (l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating Holders; (m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering; (n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,000, use its reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter in any Underwritten Offering; and (p) otherwise cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
Appears in 6 contracts
Sources: Registration Rights Agreement (Talbots Inc), Registration Rights Agreement (BPW Acquisition Corp.), Registration Rights Agreement (BPW Acquisition Corp.)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in Section 3.4(d)) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been soldsold or have ceased to be Registrable Securities;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersSpecial Holders of Registrable Securities included in such Registration, and such Special Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders of Registrable Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Special Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, Statement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Company Registrable Securities are exempt from such registration or qualification), (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and (iii) do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions (notwithstanding the foregoing, PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject);
(e) notify each participating Holder of Registrable Securities included in such Registration Statement, as soon as practicable after PubCo receives notice thereof, but in any event within one business day of such date, of the time when the Registration Statement has been declared effective and when any post-effective amendments and supplements thereto become effective;
(f) furnish counsel for the Underwriter(s), if any, and, upon written request, for the Special Holders of Registrable Securities included in such Registration Statement with copies of any written comments from the SEC or any written request by the SEC for amendments or supplements to a Registration Statement or Prospectus;
(g) cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(fh) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(gi) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(hj) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(ik) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.7;
(jl) in the event of an Underwritten Offering or a sale of Registrable Securities facilitated by a financial institution pursuant to such Registration, permit a representative Representatives of the Special Holders, the underwritersUnderwriters or such other financial institutions facilitating such Underwritten Offering or sale, if any, and any attorney attorney, consultant or accountant retained by such Holders Special Holders, or underwriter Underwriter or financial institution to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a confidentiality agreement, in form and substance each case subject to the agreement by any such Person of confidentiality arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(km) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten Offering or, if requested in writing in the event of a sale of Registrable Securities by a financial institution pursuant to such Registration, which the participating Special Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter or financial institution, as the case may be, may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating HoldersSpecial Holders and any Underwriters or financial institution;
(ln) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the participating Special Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, and any financial institution facilitating a sale of Registrable Securities facilitated pursuant to such Registration, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Special Holders, any Underwriters, placement agent, sales agent, or underwriter financial institution may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating HoldersSpecial Holders and any Underwriters, placement agent, sales agent and financial institution;
(mo) in the event of any Underwritten OfferingOffering or a sale of Registrable Securities facilitated by a financial institution pursuant to such Registration, enter into and perform its obligations under an underwriting agreement or other purchase or sales agreement, in usual and customary form, with the managing underwriter Underwriter, placement agent, sales agent or financial institution of such offeringoffering or sale;
(np) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve 12 months beginning with the first day of the Company’s first full calendar quarter within three months after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(oq) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00050 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(pr) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the participating Holders, in connection with such Registration.
Appears in 6 contracts
Sources: Investor Rights Agreement (Blue Owl Capital Inc.), Investor Rights Agreement (Blue Owl Capital Inc.), Registration Rights Agreement (Blue Owl Capital Inc.)
General Procedures. If and whenever the Company is required to register Registrable Securities, the Company will NewCo shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company will NewCo shall, as expeditiously as possiblepossible and to the extent applicable:
(a) 3.1.1 prepare and file with the SEC as soon as practicable Commission, within the time frame required by subsection 2.1.1, a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective effective, including filing a replacement Registration Statement, if necessary, until the all Registrable Securities covered by such Registration Statement have been soldsold or are no longer outstanding (such period, the “Effectiveness Period”);
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Demanding Holders or any underwriter of Registrable Securities Underwriter or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company NewCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the ProspectusProspectus or are no longer outstanding;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(d) prior to any public offering of Registrable Securities, register or qualify or cooperate with the Holders, the underwritersUnderwriters, if any, and their respective counsel the Holders of Registrable Securities included in connection with the registration such Registration or qualification Underwritten Offering, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus (including each preliminary Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for offer and sale under the securities or blue sky laws of any such jurisdictions as such selling Holders or underwriters may designate reasonably request in writing and do anything else necessary or advisable order to enable facilitate the disposition in of the Registrable Securities owned by such jurisdictions Holders; provided, that NewCo will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s ▇▇▇▇▇ system;
3.1.4 prior to any Registration of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of NewCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company NewCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company NewCo are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days prior to 3.1.8 during the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectusProspectus, furnish a copy thereof promptly after such filing of such documents with the Commission to each seller of such Registrable Securities or its counsel; provided, that NewCo will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s ▇▇▇▇▇ system;
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act;
3.1.10 subject to the provisions of this Agreement, notify the Holders of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a MisstatementMisstatement exists, and then to correct such Misstatement as set forth in Section 3.043.4 of this Agreement;
(j) 3.1.11 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant to such Registration, permit a representative of the Holders (such representative to be selected by a majority of the Holders), the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Person’s own expense, in the preparation of the Registration StatementStatement or the Prospectus, and cause the CompanyNewCo’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the CompanyNewCo, prior to the release or disclosure of any such information;
(k) 3.1.12 use commercially reasonable efforts to allow Underwriters to obtain a “cold comfort” comfort letter from the CompanyNewCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering, a Block Trade or sale by a Financial Counterparty pursuant to such Registration (subject to such Financial Counterparty providing such certification or representation reasonably requested by NewCo’s independent registered public accountants and NewCo’s counsel), in customary form and covering such matters of the type customarily covered by “cold comfort” comfort letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Holders;
(l) 3.1.13 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of use commercially reasonable efforts to allow counsel representing the Company NewCo for the purposes of such RegistrationRegistration to deliver customary legal opinions, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in opinions delivered in connection with such opinionstransactions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holderssuch placement agent, sales agent or Underwriter;
(m) 3.1.14 in the event of an Underwritten Offering or a Block Trade, or an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such Registration to which NewCo has consented, to the extent reasonably requested by such Financial Counterparty in order to engage in such offering, allow the Financial Counterparty to conduct customary “underwriter’s due diligence” with respect to NewCo;
3.1.15 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing underwriter Underwriter or Financial Counterparty of such offeringoffering or sale;
(n) 3.1.16 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the CompanyNewCo’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,000, 3.1.17 use its reasonable efforts to make available senior executives of the Company and its subsidiaries NewCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any Underwritten Offering; and
(p) otherwise 3.1.18 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
Appears in 5 contracts
Sources: Registration Rights Agreement (Allego N.V.), Registration Rights Agreement (Spartan Acquisition Corp. III), Registration Rights Agreement (Athena Pubco B.V.)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Shelf Takedown, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission, as soon as practicable reasonably practicable, a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Holders Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectusProspectus) and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose purpose, and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days 3.1.8 prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus (or any document such shorter period of time as (a) may be necessary in order to comply with the Securities Act, the Exchange Act and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that is sales are suspended pursuant to be incorporated by reference into such Registration Statement or prospectusSection 3.4), furnish a copy thereof to each seller of such Registrable Securities or and its counselcounsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4;
(j) 3.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent that is registered pursuant to a Registration Statement, permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders collectively, Underwriters or underwriter other financial institutions to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives representative, Underwriters or underwriters enter into a financial institutions agree to confidentiality agreementarrangements, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.11 obtain a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, a Block Trade, an Other Coordinated Offering or a sale by a broker, placement agent or sales agent pursuant to a Registration Statement (subject to such Underwriter or other financial institution facilitating such offering providing such certification or representation as reasonably requested by the Company’s independent registered public accountants and the Company’s counsel), in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter or other similar type of sales agent or placement agent may reasonably request;
3.1.12 in the event of an Underwritten Offering, and reasonably satisfactory a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to a majority in interest of the participating Holders;
(l) Registration Statement, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and provided, in each case, that such participating Holders provide such information to such counsel as is customarily required for, or is reasonably satisfactory to a majority in interest of the participating Holdersrequested by such counsel for purposes of, such opinion or negative assurance letter;
(m) 3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, purchase agreement, sales agreement or placement agreement, in usual and customary form, with the managing underwriter Underwriter or broker, sales agent or placement agent of such offeringoffering or sale;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0003.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the HoldersHolders participating in such Registration, consistent with the terms of this Agreement, in connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Columbus Circle Capital Corp II), Registration Rights Agreement (Columbus Circle Capital Corp II), Securities Purchase Agreement (Spark I Acquisition Corp)
General Procedures. If and whenever the Company AHPAC is required to register effect the Registration of Registrable Securities, the Company will AHPAC shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will AHPAC shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company AHPAC or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and to such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale one legal counsel for such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus Holders (or preliminary prospectus)), and a reasonable number of copies of the thenin each case shall consider in good-effective Registration Statement and faith any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein comments provided by reference and all exhibits (including those incorporated by referencesuch persons);
(d) 3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of AHPAC and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company AHPAC shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company AHPAC are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of comments by the Commission, any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) 3.1.8 at least three five (35) days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counselProspectus;
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4 hereof;
(j) 3.1.10 permit a representative of the Holders, the underwritersUnderwriters, if any, and any attorney or accountant retained by such Holders or underwriter Underwriter to participate, at each such Personperson’s own expense, in the preparation of the Registration StatementStatement and each such Prospectus included therein or filed with the Commission, Commission, and each amendment or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business, finances and accounts of AHPAC and its subsidiaries with its officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders’ and such underwriters’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act, and will and cause the CompanyAHPAC’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or underwriters Underwriters if requested by AHPAC enter into a confidentiality agreement, in form and substance reasonably satisfactory to the CompanyAHPAC, prior to the release or disclosure of any such information;
(k) 3.1.11 obtain a “cold comfort” letter from the CompanyAHPAC’s independent registered public accountants in the event of an Underwritten RegistrationOffering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) on 3.1.12 if such offering is an Underwritten Offering of Registrable Securities, use its reasonable best efforts to provide to the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, Underwriters legal opinions and negative assurance letters of counsel representing the Company for the purposes of such RegistrationAHPAC’s outside counsel, addressed to the Holdersunderwriters in form, the placement agent or sales agent, if any, substance and the underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter may reasonably request and as are customarily included in such opinions, and scope reasonably satisfactory to a majority in interest such Underwriters covering such matters of the participating Holderstype customarily covered by legal opinions and negative assurance letters of such nature and other matters as may be reasonably requested by such Underwriters;
(m) 3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the CompanyAHPAC’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations thereunder, including Rule 158 thereunderthereunder (or any successor rule promulgated by the Commission);
(o) 3.1.15 if the Registration involves the registration Registration of Registrable Securities involving gross proceeds in excess of $100,000,00025,000,000, use its reasonable efforts to make available senior executives of the Company and its subsidiaries AHPAC to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
Appears in 5 contracts
Sources: Exchange Agreement (Organogenesis Holdings Inc.), Registration Rights Agreement (Organogenesis Holdings Inc.), Merger Agreement (Avista Healthcare Public Acquisition Corp.)
General Procedures. If and whenever the The Company is required to register Registrable Securities, the Company will shall use its best commercially reasonable efforts to effect such the Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will shall, as expeditiously as possiblepracticable:
(a) subject to Section 2.01, prepare and file with the SEC as soon as practicable Commission a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective pursuant to the terms of this Agreement until the all of such Registrable Securities covered by such Registration Statement Shares have been solddisposed of (if earlier);
(b) prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all of such Registrable Securities covered by such Registration Statement are sold Shares have been disposed of (if earlier) in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and to one legal counsel selected by the Holders, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel selected by such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business or as a dealer in securities in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three five (35) days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectusProspectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.04 hereof;
(j) permit a representative of the Holders, the underwritersUnderwriters, if any, and any attorney or accountant retained by such Holders or underwriter Underwriter to participate, at each such Personperson’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or underwriters Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated as of such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter may reasonably request and as are customarily included in such opinions, opinions and reasonably satisfactory to a majority in interest of the participating Holdersnegative assurance letters;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, on terms agreed to by the Company with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) if the Registration any Underwritten Offering involves the registration disposition of Registrable Securities involving gross proceeds in excess of $100,000,000the Minimum Amount, use its reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise cooperate reasonably withotherwise, and in good faith, take such customary actions as may reasonably be requested by necessary to effect the Holders, in connection with registration of such RegistrationRegistrable Shares contemplated hereby.
Appears in 5 contracts
Sources: Registration Rights Agreement, Securities Purchase Agreement (Amergent Hospitality Group, Inc), Registration Rights Agreement (Amergent Hospitality Group, Inc)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Shelf Takedown, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission, as soon as practicable reasonably practicable, a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Holders Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence reasonably satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 use commercially reasonable efforts to cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days 3.1.8 prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus as may be (a) necessary in order to comply with the Securities Act, the Exchange Act and the rules and regulations promulgated under the Securities Act or any document Exchange Act, as applicable or (b) advisable in order to reduce the number of days that is sales are suspended pursuant to be incorporated by reference into such Registration Statement or prospectusSection 3.4, furnish a copy thereof to each seller of such Registrable Securities or its counseland by means of one counsel on behalf of all such sellers (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) 3.1.9 notify the selling Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4 hereof;
(j) 3.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent that is registered pursuant to a Registration Statement, permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders collectively, Underwriters or underwriter other financial institutions to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives representative, Underwriters or underwriters enter into a financial institutions agree to confidentiality agreementarrangements, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.11 use commercially reasonable efforts to obtain a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, a Block Trade, an Other Coordinated Offering or a sale by a broker, placement agent or sales agent pursuant to a Registration Statement (subject to such Underwriter or other financial institution facilitating such offering providing such certification or representation as reasonably requested by the Company’s independent registered public accountings and the Company’s counsel), to the extent customary, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter or other similar type of sales agent or placement agent may reasonably request;
3.1.12 use commercially reasonable efforts to obtain, and reasonably satisfactory in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to a majority in interest of Registration Statement, to the participating Holders;
(l) extent customary, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and provided, in each case, that such participating Holders provide such information to such counsel as is customarily required for, or is reasonably satisfactory to a majority in interest of the participating Holdersrequested by such counsel for purposes of, such opinion or negative assurance letter;
(m) 3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, purchase agreement, sales agreement or placement agreement in usual and customary form, with the managing underwriter Underwriter or broker, sales agent or placement agent of such offeringoffering or sale;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0003.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested (in light of the circumstances of the Company at the time) by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the HoldersHolders participating in such Registration, consistent with the terms of this Agreement, in connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.
Appears in 5 contracts
Sources: Registration Rights Agreement (Terrestrial Energy Inc. /DE/), Registration Rights Agreement (USA Rare Earth, Inc.), Business Combination Agreement (HCM II Acquisition Corp.)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Shelf Takedown, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission, as soon as practicable reasonably practicable, a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Holders Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectusProspectus) and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose purpose, and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days 3.1.8 prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus (or any document such shorter period of time as (a) may be necessary in order to comply with the Securities Act, the Exchange Act and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that is sales are suspended pursuant to be incorporated by reference into such Registration Statement or prospectusSection 3.4), furnish a copy thereof to each seller of such Registrable Securities or and its counselcounsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4;
(j) 3.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent that is registered pursuant to a Registration Statement, permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders collectively, Underwriters or underwriter other financial institutions to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives representative, Underwriters or underwriters enter into a financial institutions agree to confidentiality agreementarrangements, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.11 obtain a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, a Block Trade, an Other Coordinated Offering or a sale by a broker, placement agent or sales agent pursuant to a Registration Statement (subject to such Underwriter or other financial institution facilitating such offering providing such certification or representation as reasonably requested by the Company’s independent registered public accountings and the Company’s counsel), in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter or other similar type of sales agent or placement agent may reasonably request;
3.1.12 in the event of an Underwritten Offering, and reasonably satisfactory a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to a majority in interest of the participating Holders;
(l) Registration Statement, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and provided, in each case, that such participating Holders provide such information to such counsel as is customarily required for, or is reasonably satisfactory to a majority in interest of the participating Holdersrequested by such counsel for purposes of, such opinion or negative assurance letter;
(m) 3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, purchase agreement, sales agreement or placement agreement, in usual and customary form, with the managing underwriter Underwriter or broker, sales agent or placement agent of such offeringoffering or sale;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0003.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the HoldersHolders participating in such Registration, consistent with the terms of this Agreement, in connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.
Appears in 4 contracts
Sources: Registration Rights Agreement (Merlin, Inc.), Securities Purchase Agreement (Inflection Point Acquisition Corp. Iv), Registration Rights Agreement (Merlin Labs, Inc.)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Shelf Takedown, the Company will shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective effective, or file a Subsequent Shelf Registration Statement, until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Holders Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) 3.1.8 at least three five (35) days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus (or any document such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that is sales are suspended pursuant to be incorporated by reference into such Registration Statement or prospectusSection 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counselcounsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4;
(j) 3.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative of the Holders, the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Personperson’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives representatives, Underwriters or underwriters enter into a financial institutions agree to confidentiality agreement, arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such informationinformation and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;
(k) 3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) 3.1.12 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agent agents or sales agent, if any, any and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, agent or underwriter Underwriter may reasonably request and as are customarily included in such opinions, opinions and reasonably satisfactory to a majority in interest of the participating Holdersnegative assurance letters;
(m) 3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing underwriter Underwriter or the broker, placement agent or sales agent of such offeringoffering or sale;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule then in effect);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0003.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent if such Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.
Appears in 3 contracts
Sources: Registration Rights Agreement (Bolt Projects Holdings, Inc.), Registration Rights Agreement (Golden Arrow Merger Corp.), Business Combination Agreement (Golden Arrow Merger Corp.)
General Procedures. If and whenever the Company is required to register effect the Registration of Registrable Securities, the Company will shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will shall, as expeditiously as reasonably possible:
(a) 3.1.1 prepare and file with the SEC as soon as practicable Commission a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 (ca) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Persons Registration or the legal counsel for any such Holders may reasonably request (in order to facilitate the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwriters, if any, in connection with the offering and sale disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus))Holders, and (b) except in the case of a reasonable number of copies Registration under Section 2.3, not file any such Registration Statement or Prospectus, or amendment or supplement thereto, to which any such Holder or Registrable Securities shall have reasonably objected on the grounds that such Registration Statement or Prospectus or supplement or amendment thereto, does not comply in all material respects with the requirements of the then-effective Registration Statement Securities Act or the rules and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)regulations thereunder;
(d) 3.1.4 prior to any public offering of Registrable Securities, but in any case no later than the effective date of the applicable Registration Statement, use its reasonable best efforts to (a) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company or otherwise and do any and all other acts and things that may be necessary or advisable, in each case, to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of any request by the Commission that the Company amend or supplement such Registration Statement or Prospectus or the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or Prospectus the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to amend or supplement such Registration Statement or Prospectus or prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued, as applicable;
(h) at least three (3) days prior to 3.1.8 advise each Holder of Registrable Securities covered by such Registration Statement, promptly after the filing Company receives notice thereof, of any Registration Statement the time when such registration statement has been declared effective or prospectus or any amendment or a supplement to such Registration Statement or prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, furnish Prospectus forming a copy thereof to each seller part of such Registrable Securities or its counselregistration statement has been filed;
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event or the existence of any condition as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, and then to correct such Misstatement or include such information as is necessary to comply with law, in each case as set forth in Section 3.043.4 hereof, at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include a Misstatement or such Prospectus, as supplemented or amended, shall comply with law;
(j) 3.1.10 permit a representative of the Holders, the underwritersUnderwriters, if any, and any attorney or accountant retained by such Holders or underwriter Underwriter to participate, at each such Person’s own expense, participate in the preparation of the any Registration Statement, each such Prospectus included therein or filed with the Commission, and each amendment or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business, finances and accounts of the Company and its subsidiaries with its officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders’ and such Underwriters’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act, and will cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney or accountant in connection with the Registration; provided, however, that if requested by the Company, such representatives or underwriters Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.11 obtain a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating HoldersHolders and any Underwriter;
(l3.1.12 in connection with an Underwritten Offering, use reasonable best efforts to obtain for the underwriter(s) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, opinions of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwriters, if anyCompany, covering the matters customarily covered in opinions requested in underwritten offerings and such legal other matters with respect to the Registration in respect of which as may be reasonably requested by such opinion is being given as the Holders, placement agent, sales agent, or underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating Holdersunderwriters;
(m) 3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) 3.1.14 otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and to make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations thereunder, including Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) 3.1.15 if the Registration involves the registration Registration of Registrable Securities involving gross proceeds in excess of $100,000,00020.0 million, use its reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, including causing the officers and directors of the Company to enter into customary “lock-up agreements,” in connection with such Registration.
Appears in 3 contracts
Sources: Registration Rights Agreement (Coincheck Group N.V.), Registration Rights Agreement (Coincheck Group N.V.), Registration Rights Agreement (Thunder Bridge Capital Partners IV, Inc.)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders any Special Holder or any underwriter of Registrable Securities PEM Equityholder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Special Holders and the underwritersPEM Equityholders, in each case, who are Holders of Registrable Securities included in such Registration, and such Special Holders’ or PEM Equityholders’ respective legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders or PEM Equityholders, in each case, who are Holders of Registrable Securities included in such Registration or the respective legal counsel for any such Special Holders or PEM Equityholders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (Special Holders or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)PEM Equityholders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder or PEM Equityholder, in each case, who is a Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.044.7 hereof;
(j) permit a representative Representatives of the Special Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Special Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Special Holders or PEM Equityholders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the HoldersSpecial Holders and, if participating in such Registration, the PEM Equityholders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the such Special Holders, PEM Equityholders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating HoldersSpecial Holders and PEM Equityholders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00050.0 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Special Holders, in connection with such Registration.
Appears in 3 contracts
Sources: Investor Rights Agreement (Temasek Holdings (Private) LTD), Investor Rights Agreement (E2open Parent Holdings, Inc.), Investor Rights Agreement (E2open Parent Holdings, Inc.)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Shelf Takedown, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, security holders or partners), and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities, in each case, in accordance with Section 2.1.1;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Holders Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold sold;
3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in accordance with such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the intended plan of distribution set forth Prospectus included in such Registration Statement or supplement to (including each preliminary Prospectus), and such other documents as the Prospectus;
(c) deliver to Underwriters and the Holders and of Registrable Securities included in such Registration or the underwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as legal counsel for any such Persons Holders may reasonably request (in order to facilitate the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwriters, if any, in connection with the offering and sale disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) 3.1.8 at least three five (35) days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus (or any document such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that is sales are suspended pursuant to be incorporated by reference into such Registration Statement or prospectusSection 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counselcounsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) 3.1.9 promptly notify the Holders in writing at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4;
(j) 3.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative of the Holders, the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Personperson’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives representatives, Underwriters or underwriters enter into a financial institutions agree to confidentiality agreement, arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) 3.1.12 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agent agents or sales agent, if any, any and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, agent or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holdersas applicable;
(m) 3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing underwriter Underwriter or the broker, placement agent or sales agent of such offeringoffering or sale;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule then in effect);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0003.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent if such Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.
Appears in 3 contracts
Sources: Registration Rights Agreement (Mondee Holdings, Inc.), Registration Rights Agreement (Mondee Holdings, Inc.), Registration Rights Agreement (ITHAX Acquisition Corp.)
General Procedures. If and whenever at any time on or after the Effective Time the Company is required to register effect the Registration of Registrable Securities, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will as expeditiously as possibleshall:
(a) 3.1.1 prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the earlier of (i) such time as all Registrable Securities covered by such Registration Statement have been soldsold and (ii) such time as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders of the Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriter(s), if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days prior to 3.1.8 advise each Holder of Registrable Securities covered by such Registration Statement, promptly after the filing Company receives notice thereof, of any Registration Statement the time when such registration statement has been declared effective or prospectus or any amendment or a supplement to such Registration Statement or prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, furnish Prospectus forming a copy thereof to each seller part of such Registrable Securities or its counselregistration statement has been filed (which may be satisfied by the issuance of a press release by the Company);
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4 hereof;
(j) 3.1.10 permit a representative of the Holders, the underwritersUnderwriter(s), if any, and any attorney or accountant retained by such Holders or underwriter Underwriter(s) to participate, at each such Personperson’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter(s), attorney or accountant in connection with the Registration; provided, however, that such representatives or underwriters Underwriter(s) enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.11 obtain a “cold comfortcomfort letter” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfortcomfort letters” letters as the managing underwriter Underwriter(s) may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating HoldersHolders and such managing Underwriter;
(l) 3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter(s) may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating Holders; provided, however, that counsel for the Company shall not be required to provide any opinions with respect to any Holder;
(m) 3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter(s) of such offering;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) 3.1.15 if a Registration, including an Underwritten Offering, involves the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,00010,000,000, use its reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter(s) in any Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter if such Underwriter has not then been named with respect to the applicable Underwritten Offering.
Appears in 2 contracts
Sources: Registration Rights and Lock Up Agreement (Envoy Medical, Inc.), Business Combination Agreement (Anzu Special Acquisition Corp I)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which the Company’s Equity Securities are then listed, each as interpreted by the Company is required to register Registrable Securitieswith the advice of its counsel, the Company will shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Holders Registrable Securities on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersSpecial Holders of Registrable Securities included in such Registration, and such Special Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders of Registrable Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Special Holders;
(d) prior to any public offering of Registrable Securities, use reasonable best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.042.7;
(j) permit a representative Representatives of the Special Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Special Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Special Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Special Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Special Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Special Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(m) in the event of any Underwritten OfferingOffering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter or the broker, placement agent or sales agent of such offeringoffering or sale;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00035.0 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Holders, in connection with such Registration, including causing senior management to participate in meetings with Underwriters, attorneys, accountants and potential investors.
Appears in 2 contracts
Sources: Registration Rights Agreement (IonQ, Inc.), Registration Rights Agreement (dMY Technology Group, Inc. III)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its best commercially reasonable efforts (except as set forth in Section 2.4(d)) to effect such Registration and/or Shelf Takedown to permit the sale of such the Registrable Securities included in such Registration and/or Shelf Takedown in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersHolders of Registrable Securities included in such Registration, and such Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case, including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.042.7;
(j) permit a representative Representatives of the Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Person’s own expense, except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the such Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated as of such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the such Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offeringUnderwritten Offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter within three (3) months after the effective date of the such Registration Statement Statement, which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00035,000,000, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by by, the Holders, Holders in connection with such Registration.
Appears in 2 contracts
Sources: Investor Rights Agreement (Spree Acquisition Corp. 1 LTD), Investor Rights Agreement (OPAL Fuels Inc.)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Special Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersSpecial Holders of Registrable Securities included in such Registration, and such Special Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders of Registrable Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Special Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.7 hereof;
(j) permit a representative Representatives of the Special Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Special Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Special Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Special Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Special Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve 12 months beginning with the first day of the Company’s first full calendar quarter within three months after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00035.0 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Special Holders, in connection with such Registration.
Appears in 2 contracts
Sources: Investor Rights Agreement (Utz Brands, Inc.), Business Combination Agreement (Collier Creek Holdings)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersSpecial Holders of Registrable Securities included in such Registration, and such Special Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders of Registrable Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Special Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.042.7;
(j) permit a representative Representatives of the Special Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Special Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Special Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurance letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Special Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Special Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00050 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Holders, in connection with such Registration, including causing senior management to participate in meetings with Underwriters, attorneys, accountants and potential investors.
Appears in 2 contracts
Sources: Registration Rights Agreement (Super Group (SGHC) LTD), Registration Rights Agreement (Sports Entertainment Acquisition Corp.)
General Procedures. If and whenever the The Company is required to register Registrable Securities, the Company will shall use its best commercially reasonable efforts to effect such the Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will shall, as expeditiously as possiblepracticable:
(a) subject to Section 2.01, prepare and file with the SEC as soon as practicable Commission a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective pursuant to the terms of this Agreement until the all of such Registrable Securities covered by such Registration Statement have been solddisposed of (if earlier);
(b) prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all of such Registrable Securities covered by such Registration Statement are sold have been disposed of (if earlier) in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and to one legal counsel selected by the Holders, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel selected by such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business or as a dealer in securities in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days Business Days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus or Prospectus (other than any document that is to be incorporated by reference into such Registration Statement or prospectusProspectus), furnish a copy thereof to each seller of such Registrable Securities or its counsel;
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.04 hereof;
(j) permit a representative of the Holders, the underwritersUnderwriters, if any, and any attorney or accountant retained by such Holders or underwriter Underwriter to participate, at each such Personperson’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or underwriters Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter and, to the extent applicable, a reserve engineer letter from the Company’s independent registered public accountants or, with respect to reserve reports, independent reserve engineers in the event of an Underwritten RegistrationOffering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory including, if required pursuant to a majority Regulation S-X, with respect to financial statements of businesses acquired or to be acquired by the Company that are required to be included in interest the Registration Statement pursuant to Rule 3-05 of the participating HoldersRegulation S-X;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated as of such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter may reasonably request and as are customarily included in such opinions, opinions and reasonably satisfactory to a majority in interest of the participating Holdersnegative assurance letters;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, on terms agreed to by the Company with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) if the Registration any Underwritten Offering involves the registration disposition of Registrable Securities involving gross proceeds in excess of $100,000,000the Minimum Amount, use its reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise cooperate reasonably withotherwise, and in good faith, take such customary actions as may reasonably be requested by necessary to effect the Holdersregistration of such Registrable Securities contemplated hereby; and
(q) in connection with any Underwritten Offering, use its commercially reasonable efforts to procure customary lock-up agreements from each of the Company’s directors and officers who are not Holders hereunder (or who are otherwise not subject to lock-up restrictions in connection with such RegistrationUnderwritten Offering), in form and substance reasonably satisfactory to the managing Underwriter or Underwriters.
Appears in 2 contracts
Sources: Registration Rights Agreement (WhiteHawk Minerals Corp.), Registration Rights Agreement (WhiteHawk Income Corp)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Shelf Takedown, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, security holders or partners), and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 1.1.1 prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities, in each case, in accordance with Section 2.1.1;
(b) 1.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Holders Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold sold;
1.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in accordance with such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the intended plan of distribution set forth Prospectus included in such Registration Statement or supplement to (including each preliminary Prospectus), and such other documents as the Prospectus;
(c) deliver to Underwriters and the Holders and of Registrable Securities included in such Registration or the underwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as legal counsel for any such Persons Holders may reasonably request (in order to facilitate the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwriters, if any, in connection with the offering and sale disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 1.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 1.1.5 cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 1.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 1.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) 1.1.8 at least three five (35) days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus (or any document such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that is sales are suspended pursuant to be incorporated by reference into such Registration Statement or prospectusSection 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counselcounsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) 1.1.9 promptly notify the Holders in writing at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4;
(j) 1.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative of the Holders, the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Personperson’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives representatives, Underwriters or underwriters enter into a financial institutions agree to confidentiality agreement, arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 1.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) 1.1.12 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agent agents or sales agent, if any, any and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, agent or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holdersas applicable;
(m) 1.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing underwriter Underwriter or the broker, placement agent or sales agent of such offeringoffering or sale;
(n) 1.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule then in effect);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0001.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 1.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent if such Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (Mondee Holdings, Inc.), Registration Rights Agreement (Mondee Holdings, Inc.)
General Procedures. If In connection with effecting any Registration or Shelf Takedown, subject to Applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in Section 3.4(d)) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been soldsold or have ceased to be Registrable Securities;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersHolders of Registrable Securities included in such Registration, and such Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, Statement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Company Registrable Securities are exempt from such registration or qualification), (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Authority as may be necessary by virtue of the business and operations of PubCo and (iii) do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions (notwithstanding the foregoing, PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject);
(e) notify each participating Holder of Registrable Securities included in such Registration Statement, as soon as practicable after PubCo receives notice thereof, but in any event within one Business Day of such date, of the time when the Registration Statement has been declared effective and when any post-effective amendments and supplements thereto become effective;
(f) furnish counsel for the Underwriter, if any, and, upon written request, for the Holders of Registrable Securities included in such Registration Statement with copies of any written comments from the SEC or any written request by the SEC for amendments or supplements to a Registration Statement or Prospectus;
(g) cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(fh) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(gi) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding Proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(hj) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(ik) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.7;
(jl) in the event of an Underwritten Offering or a sale of Registrable Securities facilitated by a financial institution pursuant to such Registration, permit a representative Representatives of the Holders, the underwritersUnderwriters or such other financial institutions facilitating such Underwritten Offering or sale, if any, and any attorney attorney, consultant or accountant retained by such Holders Holders, or underwriter Underwriter or financial institution to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a confidentiality agreement, in form and substance each case subject to the agreement by any such Person of confidentiality arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(km) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten Offering or, if requested in writing in the event of a sale of Registrable Securities by a financial institution pursuant to such Registration, which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter or financial institution, as the case may be, may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating HoldersHolders and any Underwriters or financial institution;
(ln) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the participating Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, and any financial institution facilitating a sale of Registrable Securities facilitated pursuant to such Registration, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, any Underwriters, placement agent, sales agent, or underwriter financial institution may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating HoldersHolders and any Underwriters, placement agent, sales agent and financial institution;
(mo) in the event of any Underwritten OfferingOffering or a sale of Registrable Securities facilitated by a financial institution pursuant to such Registration, enter into and perform its obligations under an underwriting agreement or other purchase or sales agreement, in usual and customary form, with the managing underwriter Underwriter, placement agent, sales agent or financial institution of such offeringoffering or sale;
(np) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve 12 months beginning with the first day of the Company’s first full calendar quarter within three months after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(oq) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00050 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(pr) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the participating Holders, in connection with such Registration.
Appears in 2 contracts
Sources: Registration Rights and Lock Up Agreement (Blue Owl Capital Inc.), Registration Rights and Lock Up Agreement (Blue Owl Capital Inc.)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its best commercially reasonable efforts (except as set forth in Section 2.4(d)) to effect such Registration and/or Shelf Takedown to permit the sale of such the Registrable Securities included in such Registration and/or Shelf Takedown in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersHolders of Registrable Securities included in such Registration, and such Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case, including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.042.7;
(j) permit a representative Representatives of the Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Person’s own expense, except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the such Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated as of such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the such Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offeringUnderwritten Offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve 12 months beginning with the first day of the Company’s first full calendar quarter within three months after the effective date of the such Registration Statement Statement, which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00020,000,000, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by by, the Holders, Holders in connection with such Registration.
Appears in 2 contracts
Sources: Investor Rights Agreement (Appreciate Holdings, Inc.), Investor Rights Agreement (Proptech Investment Corp. Ii)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Underwritten Takedown, the Company will Acquiror shall use its best reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will Acquiror shall, as expeditiously as possible:
(a) prepare 3.1.1 Prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the such time as there are no longer any Registrable Securities covered by such Registration Statement have been soldSecurities;
(b) prepare 3.1.2 Prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five (5.0%) percent of the Holders Registrable Securities registered on such Registration Statement, or in the case of an Underwritten Takedown where the Sponsor (acting on behalf of the Sponsor Parties) is a Demanding Holder, the Sponsor (acting on behalf of the Sponsor Parties), or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company Acquiror or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 Prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) prior 3.1.4 Prior to any public offering of Registrable Securities, use reasonable efforts to (a) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Acquiror and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company Acquiror shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause 3.1.5 Cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company Acquiror are then listed;
(f) provide 3.1.6 Provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise 3.1.7 Advise each seller of such Registrable Securities, promptly promptly, and in no event later than one Business Day, after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts take all actions reasonably required to prevent the issuance entry of any stop order or to obtain its withdrawal if such stop order should be issuedentered;
3.1.8 At least five (h5) at least three (3) days Business Days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectusProspectus, furnish a copy thereof to each seller of such Registrable Securities or its counselcounsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein) and thereafter, take reasonable account of comments of counsel to such seller;
(i) notify 3.1.9 Notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to promptly correct such Misstatement as set forth in Section 3.043.4 hereof;
(j) permit 3.1.10 Permit a representative of the Holders (such representative to be selected by a majority-in-interest of the participating Holders), the underwritersUnderwriters, if any, and any attorney or accountant retained by such Holders or underwriter Underwriter to participate, at each such Personperson’s own expenseexpense (other than with respect to Registration Expenses), in the preparation of the Registration Statement, and cause the CompanyAcquiror’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives representative, or underwriters Underwriters enter into a confidentiality agreement, in customary form and substance reasonably satisfactory to the CompanyAcquiror, prior to the release or disclosure of any such information;
(k) obtain 3.1.11 Obtain a “cold comfort” letter from the CompanyAcquiror’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) 3.1.12 In the event of an Underwritten Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain (a) an opinion, dated such date, of counsel representing the Company Acquiror for the purposes of such Registration, addressed to the participating Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders, and (b) a negative assurance (“10b-5”) letter, dated such date, of counsel representing Acquiror for the purposes of such Registration, addressed to the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such 10b-5 letter is being given as the placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such 10b-5 letters;
(m) in 3.1.13 In the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make 3.1.14 Make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the CompanyAcquiror’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule then in effect);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0003.1.15 With respect to an Underwritten Offering pursuant to Section 2.4, use its reasonable efforts to make available senior executives of the Company and its subsidiaries Acquiror to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 3.1.16 Otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Fat Projects Acquisition Corp), Business Combination Agreement (Fat Projects Acquisition Corp)
General Procedures. If and whenever the Company is required to register effect the Registration of Registrable Securities, the Company will shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, but in any case no later than the effective date of the applicable Registration Statement, use its best efforts to (a) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company or otherwise and do any and all other acts and things that may be necessary or advisable, in each case, to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listedlisted no later than the effective date of such Registration Statement;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
3.1.7 promptly furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto (gin each case including all exhibits), such number of copies of the Prospectus contained in such Registration Statement (including each preliminary Prospectus and any summary Prospectus) and any other Prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request;
3.1.8 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of any request by the Commission that the Company amend or supplement such Registration Statement or Prospectus or the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or Prospectus the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to amend or supplement such Registration Statement or Prospectus or prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued, as applicable;
(h) 3.1.9 advise each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any Prospectus forming a part of such registration statement has been filed;
3.1.10 at least three five (35) business days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectusProspectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel, and not to file any such Registration Statement or Prospectus, or amendment or supplement thereto, to which any such Holder or Registrable Securities shall have reasonably objected on the grounds that such Registration Statement or Prospectus or supplement or amendment thereto, does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder;
(i) 3.1.11 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event or the existence of any condition as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, and then to correct such Misstatement or include such information as is necessary to comply with law, in each case as set forth in Section 3.043.4 hereof, at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include a Misstatement or such Prospectus, as supplemented or amended, shall comply with law;
(j) 3.1.12 permit a representative of the Holders, the underwritersUnderwriters, if any, and any attorney or accountant retained by such Holders or underwriter Underwriter to participate, at each such Person’s own expense, participate in the preparation of the any Registration Statement, each such Prospectus included therein or filed with the Commission, and each amendment or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business, finances and accounts of the Company and its subsidiaries with its officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders’ and such Underwriters’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act, and will cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney or accountant in connection with the Registration; provided, however, that if requested by the Company, such representatives or underwriters Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.13 obtain a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating HoldersHolders and any Underwriter;
(l) 3.1.14 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating HoldersHolders and any Underwriter;
(m) 3.1.15 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) 3.1.16 otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and to make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations thereunder, including Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,000, 3.1.17 use its reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any Underwritten Offering; and
(p) otherwise 3.1.18 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, including causing the officers and directors of the Company to enter into customary “lock-up agreements,” in connection with such Registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (PAE Inc), Registration Rights Agreement (PAE Inc)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Shelf Takedown, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective effective, or file a Subsequent Shelf Registration Statement, until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the ProspectusProspectus and either (i) any underwriter overallotment option has terminated by its terms or (ii) the underwriters have advised the Company that they will not exercise such option or any remaining portion thereof;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any Prospectus forming a part of such registration statement has been filed;
3.1.8 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) 3.1.9 at least three five (35) days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus (or any document such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that is sales are suspended pursuant to be incorporated by reference into such Registration Statement or prospectusSection 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counselcounsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) 3.1.10 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4;
(j) 3.1.11 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative selected by a majority-in-interest of the participating Holders, the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Personperson’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives representatives, Underwriters or underwriters enter into a financial institutions agree to confidentiality agreement, arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.12 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter, or the broker placement agent, or sales agent of such offering or sale, may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) 3.1.13 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agent agents or sales agent, if any, any and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, agent or underwriter Underwriter may reasonably request and as are customarily included in such opinions, opinions and reasonably satisfactory to a majority in interest of the participating Holdersnegative assurance letters;
(m) 3.1.14 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing underwriter Underwriter or the broker, placement agent or sales agent of such offeringoffering or sale;
(n) 3.1.15 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar fiscal quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule then in effect);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0003.1.16 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 3.1.17 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent if such Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (Planet Labs PBC), Registration Rights Agreement (dMY Technology Group, Inc. IV)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Shelf Takedown, the Company will Issuer shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company will Issuer shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission, as soon as practicable reasonably practicable, a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Holders Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company Issuer or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectusProspectus) and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Issuer and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company Issuer shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company Issuer are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose purpose, and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days 3.1.8 prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus (or any document such shorter period of time as (a) may be necessary in order to comply with the Securities Act, the Exchange Act and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that is sales are suspended pursuant to be incorporated by reference into such Registration Statement or prospectusSection 3.4), furnish a copy thereof to each seller of such Registrable Securities or and its counselcounsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4;
(j) 3.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent that is registered pursuant to a Registration Statement, permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders collectively, Underwriters or underwriter other financial institutions to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the CompanyIssuer’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that (x) such representatives representative, Underwriters or underwriters enter into a financial institutions agree to confidentiality agreementarrangements, in form and substance reasonably satisfactory to the CompanyIssuer, prior to the release or disclosure of any such information and (y) any Holder representative participating in the preparation of the Registration Statement shall execute a customary confidentiality agreement in form and substance reasonably satisfactory to the Issuer prior to receiving any Issuer information;
(k) 3.1.11 obtain a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the CompanyIssuer’s independent registered public accountants in the event of an Underwritten RegistrationOffering, a Block Trade, an Other Coordinated Offering or a sale by a broker, placement agent or sales agent pursuant to a Registration Statement (subject to such Underwriter or other financial institution facilitating such offering providing such certification or representation as reasonably requested by the Issuer’s independent registered public accountings and the Issuer’s counsel), in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter or other similar type of sales agent or placement agent may reasonably request;
3.1.12 in the event of an Underwritten Offering, and reasonably satisfactory a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to a majority in interest of the participating Holders;
(l) Registration Statement, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurance letter, dated such date, of counsel representing the Company Issuer for the purposes of such Registration, addressed to the participating Holders, the broker, placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and provided, in each case, that such participating Holders provide such information to such counsel as is customarily required for, or is reasonably satisfactory to a majority in interest of the participating Holdersrequested by such counsel for purposes of, such opinion or negative assurance letter;
(m) 3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, purchase agreement, sales agreement or placement agreement, in usual and customary form, with the managing underwriter Underwriter or broker, sales agent or placement agent of such offeringoffering or sale;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve 12 months beginning with the first day of the CompanyIssuer’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0003.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries Issuer to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the HoldersHolders participating in such Registration, consistent with the terms of this Agreement, in connection with such Registration. Notwithstanding the foregoing, the Issuer shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (Ace Green Recycling, Inc.), Registration Rights Agreement (Athena Technology Acquisition Corp. II)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersSpecial Holders of Registrable Securities included in such Registration, and the legal counsel of the Special Holders, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders of Registrable Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Special Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder of such Registrable Securities included in such Registration Statement, or its legal counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.7;
(j) permit a representative Representatives of the Special Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Special Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Special Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Special Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Special Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00035 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Holders, in connection with such Registration, including causing senior management to participate in meetings with Underwriters, attorneys, accountants and potential investors.
Appears in 1 contract
Sources: Investor Rights Agreement (dMY Technology Group, Inc. II)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders any Special Holder or any underwriter of Registrable Securities PEM Equityholder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Special Holders and the underwritersPEM Equityholders, in each case, who are Holders of Registrable Securities included in such Registration, and such Special Holders’ or PEM Equityholders’ respective legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders or PEM Equityholders, in each case, who are Holders of Registrable Securities included in such Registration or the respective legal counsel for any such Special Holders or PEM Equityholders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (Special Holders or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)PEM Equityholders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder or PEM Equityholder, in each case, who is a Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.044.7 hereof;
(j) permit a representative Representatives of the Special Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Special Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Special Holders or PEM Equityholders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the HoldersSpecial Holders and, if participating in such Registration, the PEM Equityholders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the such Special Holders, PEM Equityholders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating HoldersSpecial Holders and PEM Equityholders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00050.0 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Special Holders, in connection with such Registration.
Appears in 1 contract
Sources: Investor Rights Agreement (E2open Parent Holdings, Inc.)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its best commercially reasonable efforts (except as set forth in Section 2.4(d)) to effect such Registration and/or Shelf Takedown to permit the sale of such the Registrable Securities included in such Registration and/or Shelf Takedown in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersHolders of Registrable Securities included in such Registration, and such Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case, including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.042.7;
(j) permit a representative Representatives of the Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Person’s own expense, except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the such Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated as of such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the such Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offeringUnderwritten Offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve 12 months beginning with the first day of the Company’s first full calendar quarter within three months after the effective date of the such Registration Statement Statement, which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00035,000,000, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by by, the Holders, Holders in connection with such Registration.
Appears in 1 contract
Sources: Investor Rights Agreement (ArcLight Clean Transition Corp. II)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersSpecial Holders of Registrable Securities included in such Registration, and such Special Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders of Registrable Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Special Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.042.7;
(j) permit a representative Representatives of the Special Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Special Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Special Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurance letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Special Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Special Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00050 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Holders, in connection with such Registration, including causing senior management to participate in meetings with Underwriters, attorneys, accountants and potential investors.
Appears in 1 contract
Sources: Registration Rights Agreement (Catcha Investment Corp)
General Procedures. If and whenever at any time the Company is required to register effect the Registration of Registrable Securities, whether pursuant to the filing of a new Registration Statement or effecting an Underwritten Offering, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold; provided that the Company shall not be required to file such Registration Statement until such time as it has received any necessary information from the Holders;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration that are Demanding Holders, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not later than the effective date of such Registration Statement3.1.6 [reserved];
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days prior to 3.1.8 advise each Holder of Registrable Securities covered by such Registration Statement, promptly after the filing Company receives notice thereof, of any Registration Statement or prospectus or any amendment or supplement to the time when such Registration Statement or prospectus or any document that is to has been declared effective (which may be incorporated satisfied by reference into such Registration Statement or prospectus, furnish the issuance of a copy thereof to each seller of such Registrable Securities or its counselpress release by the Company);
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4 hereof;
(j) 3.1.10 permit a representative of the Holders, the underwritersUnderwriter(s), if any, and any attorney or accountant retained by such Holders or underwriter Underwriter(s) to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter(s), attorney or accountant in connection with the Registration; provided, however, that such representatives or underwriters Underwriter(s) enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter(s) may reasonably request, and reasonably satisfactory to a majority in interest of the participating Holders;
(l) 3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter(s) may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters; provided, and reasonably satisfactory however, that counsel for the Company shall not be required to a majority in interest of the participating Holdersprovide any opinions with respect to any Holder;
(m) 3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter(s) of such offering; provided that such underwriting agreement shall not require the Company or any of its directors and officers to be locked up for any period of time following the date of the underwriting agreement;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
3.1.15 in connection with an Underwritten Offering, cause its senior management, officers, employees and independent public accountants (oin the case of the independent public accountants, subject to any applicable accounting guidance regarding their participation in the offering or the due diligence process) if to participate in, make themselves available, supply such information as may reasonably be requested and to otherwise facilitate and cooperate with the preparation of the Registration involves Statement and Prospectus and any amendments or supplements thereto (including participating in due diligence sessions) taking into account the registration of Registrable Securities involving gross proceeds in excess of $100,000,000, use its Company’s reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter in any Underwritten Offeringbusiness needs; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
Appears in 1 contract
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeNFL, as many copies of each Prospectus (and each preliminary prospectus) as if included in such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Registration, and the underwritersSpecial Holders of Registrable Securities included in such Registration, and the legal counsel of NFL and the Special Holders’, respectively, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters, NFL or the Special Holders of Registrable Securities included in such Registration or the legal counsel for NFL and any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by NFL and such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Special Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to (i) NFL or its legal counsel, and (ii) each seller Special Holder of such Registrable Securities included in such Registration Statement, or its legal counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.7;
(j) permit a representative Representatives of the Special Holders, NFL the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Holders Special Holders, NFL or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Special Holders and NFL may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating HoldersSpecial Holders and NFL;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Special Holders, NFL, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Special Holders, NFL, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating HoldersSpecial Holders and NFL;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00035 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Holders, in connection with such Registration, including causing senior management to participate in meetings with Underwriters, attorneys, accountants and potential investors.
Appears in 1 contract
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Special Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersSpecial Holders of Registrable Securities included in such Registration, and such Special Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders of Registrable Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Special Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.044.7 hereof;
(j) permit a representative Representatives of the Special Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Special Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter from the Company’s independent public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,000, use its reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter in any Underwritten Offering; and
(p) otherwise cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
Appears in 1 contract
Sources: Business Combination Agreement (CC Neuberger Principal Holdings I)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
: (a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
; (b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
; (c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersSpecial Holders of Registrable Securities included in such Registration, and such Special Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders of Registrable Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
Special Holders; (d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that Statement under such securities or “blue sky” Laws of such jurisdictions in the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service United States as the Holders of process in any such jurisdiction where it is not then so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;
(g) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days prior to the filing of any Registration Statement or prospectus or any amendment or supplement to such Registration Statement or prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;
(i) notify the Holders at any time when a prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then Statement (in effect, includes a Misstatement, and then correct such Misstatement as set forth in Section 3.04;
light of their intended plan of distribution) may request (j) permit a representative of the Holders, the underwriters, if any, and any attorney or accountant retained by provide evidence satisfactory to such Holders or underwriter to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter from the Company’s independent public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant exempt from such registration or qualification) and (ii) take such action necessary to cause such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of Registrable Securities covered by the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,000, use its reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter in any Underwritten Offering; and
(p) otherwise cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection registered with such Registration.or
Appears in 1 contract
Sources: Registration Rights Agreement (Super Group (SGHC) LTD)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which Parent’s Equity Securities are then listed, each as interpreted by Parent with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will Parent shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will Parent shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company Parent or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersHolders of Registrable Securities included in such Registration, and such Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of Parent and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company Parent shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company Parent are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.042.7;
(j) permit a representative Representatives of the Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyParent’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyParent, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyParent’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company Parent for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, fifty million dollars ($100,000,00050,000,000), use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries Parent to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Holders, in connection with such Registration.
Appears in 1 contract
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersSpecial Holders of Registrable Securities included in such Registration, and such Special Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders of Registrable Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Special Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.7;
(j) permit a representative Representatives of the Special Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Special Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Special Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Special Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Special Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00035 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Holders, in connection with such Registration, including causing senior management to participate in meetings with Underwriters, attorneys, accountants and potential investors.
Appears in 1 contract
Sources: Business Combination Agreement (dMY Technology Group, Inc. II)
General Procedures. If and whenever at any time on or after the Effective Time the Company is required to register effect the Registration of Registrable Securities, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will as expeditiously as possibleshall:
(a) 3.1.1 prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the earlier of (i) such time as all Registrable Securities covered by such Registration Statement have been soldsold and (ii) such time as all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders of the Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriter(s), if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days prior to 3.1.8 advise each Holder of Registrable Securities covered by such Registration Statement, promptly after the filing Company receives notice thereof, of any Registration Statement the time when such registration statement has been declared effective or prospectus or any amendment or a supplement to such Registration Statement or prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, furnish Prospectus forming a copy thereof to each seller part of such Registrable Securities or its counselregistration statement has been filed (which may be satisfied by the issuance of a press release by the Company);
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4 hereof;
(j) 3.1.10 permit a representative of the Holders, the underwritersUnderwriter(s), if any, and any attorney or accountant retained by such Holders or underwriter Underwriter(s) to participate, at each such Personperson’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter(s), attorney or accountant in connection with the Registration; provided, however, that such representatives or underwriters Underwriter(s) enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.11 obtain a “cold comfortcomfort letter” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfortcomfort letters” letters as the managing underwriter Underwriter(s) may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating HoldersHolders and such managing Underwriter;
(l) 3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter(s) may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating Holders; provided, however, that counsel for the Company shall not be required to provide any opinions with respect to any Holder;
(m) 3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter(s) of such offering;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) 3.1.15 if a Registration, including an Underwritten Offering, involves the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,00050,000,000, use its reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter(s) in any Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter if such Underwriter has not then been named with respect to the applicable Underwritten Offering.
Appears in 1 contract
Sources: Registration Rights and Lock Up Agreement (Tailwind Acquisition Corp.)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Shelf Takedown, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission, as soon as practicable reasonably practicable, a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Holders Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence reasonably satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 use commercially reasonable efforts to cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days 3.1.8 prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus as may be (a) necessary in order to comply with the Securities Act, the Exchange Act and the rules and regulations promulgated under the Securities Act or any document Exchange Act, as applicable or (b) advisable in order to reduce the number of days that is sales are suspended pursuant to be incorporated by reference into such Registration Statement or prospectusSection 3.4, furnish a copy thereof to each seller of such Registrable Securities or its counseland by means of one counsel on behalf of all such sellers (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) 3.1.9 notify the selling Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4 hereof;
(j) 3.1.10 in the event of an Underwritten Offering, or sale by a broker, placement agent or sales agent that is registered pursuant to a Registration Statement, permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders collectively, Underwriters or underwriter other financial institutions to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives representative, Underwriters or underwriters enter into a financial institutions agree to confidentiality agreementarrangements, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.11 use commercially reasonable efforts to obtain a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, or a sale by a broker, placement agent or sales agent pursuant to a Registration Statement (subject to such Underwriter or other financial institution facilitating such offering providing such certification or representation as reasonably requested by the Company’s independent registered public accountings and the Company’s counsel), to the extent customary, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter or other similar type of sales agent or placement agent may reasonably request;
3.1.12 use commercially reasonable efforts to obtain, and reasonably satisfactory in the event of an Underwritten Offering or sale by a broker, placement agent or sales agent pursuant to a majority in interest of Registration Statement, to the participating Holders;
(l) extent customary, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and provided, in each case, that such participating Holders provide such information to such counsel as is customarily required for, or is reasonably satisfactory to a majority in interest of the participating Holdersrequested by such counsel for purposes of, such opinion or negative assurance letter;
(m) 3.1.13 in the event of any Underwritten OfferingOffering or sale by a broker, placement agent or sales agent pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, purchase agreement, sales agreement or placement agreement in usual and customary form, with the managing underwriter Underwriter or broker, sales agent or placement agent of such offeringoffering or sale;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0003.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested (in light of the circumstances of the Company at the time) by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the HoldersHolders participating in such Registration, consistent with the terms of this Agreement, in connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.
Appears in 1 contract
Sources: Business Combination Agreement (Hall Chadwick Acquisition Corp)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Shelf Takedown, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective effective, or file a Subsequent Shelf Registration Statement, until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Holders Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) 3.1.8 at least three five (35) days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus (or any document such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that is sales are suspended pursuant to be incorporated by reference into such Registration Statement or prospectusSection 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counselcounsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4;
(j) 3.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative of the Holders, the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Personperson’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives representatives, Underwriters or underwriters enter into a financial institutions agree to confidentiality agreement, arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such informationinformation and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;
(k) 3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) 3.1.12 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agent agents or sales agent, if any, any and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, agent or underwriter Underwriter may reasonably request and as are customarily included in such opinions, opinions and reasonably satisfactory to a majority in interest of the participating Holdersnegative assurance letters;
(m) 3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing underwriter Underwriter or the broker, placement agent or sales agent of such offeringoffering or sale;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule then in effect);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0003.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent if such Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Concord Acquisition Corp II)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersSpecial Holders of Registrable Securities included in such Registration, and such Special Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders of Registrable Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Special Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.7;
(j) permit a representative Representatives of the Special Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Special Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Special Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Special Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Special Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Special Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve 12 months beginning with the first day of the Company’s first full calendar quarter within three months after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00035 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Holders, in connection with such Registration.
Appears in 1 contract
Sources: Investor Rights Agreement (Rush Street Interactive, Inc.)
General Procedures. If and whenever the Company is required to register effect the Registration of Registrable Securities, the Company will shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, but in any case no later than the effective date of the applicable Registration Statement, use its best efforts to (a) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company or otherwise and do any and all other acts and things that may be necessary or advisable, in each case, to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listedlisted no later than the effective date of such Registration Statement;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
3.1.7 promptly furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto (gin each case including all exhibits), such number of copies of the Prospectus contained in such Registration Statement (including each preliminary Prospectus and any summary Prospectus) and any other Prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request;
3.1.8 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of any request by the Commission that the Company amend or supplement such Registration Statement or Prospectus or the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or Prospectus the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to amend or supplement such Registration Statement or Prospectus or prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued, as applicable;
(h) 3.1.9 advise each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any Prospectus forming a part of such registration statement has been filed;
3.1.10 at least three five (35) business days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectusProspectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel, and not to file any such Registration Statement or Prospectus, or amendment or supplement thereto, to which any such Holder or Registrable Securities shall have reasonably objected on the grounds that such Registration Statement or Prospectus or supplement or amendment thereto, does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder;
(i) 3.1.11 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event or the existence of any condition as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law, and then to correct such Misstatement or include such information as is necessary to comply with law, in each case as set forth in Section 3.043.4 hereof, at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include a Misstatement or such Prospectus, as supplemented or amended, shall comply with law;
(j) 3.1.12 permit a representative of the Holders, the underwritersUnderwriters, if any, and any attorney or accountant retained by such Holders or underwriter Underwriter to participate, at each such Person’s own expense, participate in the preparation of the any Registration Statement, each such Prospectus included therein or filed with the Commission and each amendment or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business, finances and accounts of the Company and its subsidiaries with its officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders’ and such Underwriters’ respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act, and will cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney or accountant in connection with the Registration; provided, however, that if requested by the Company, such representatives or underwriters Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.13 obtain a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating HoldersHolders and any Underwriter;
(l) 3.1.14 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating HoldersHolders and any Underwriter;
(m) 3.1.15 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) 3.1.16 otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and to make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations thereunder, including Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,000, 3.1.17 use its reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any Underwritten Offering; and
(p) otherwise 3.1.18 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, including causing the officers and directors of the Company to enter into customary “lock-up agreements,” in connection with such Registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Luminar Technologies, Inc./De)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Shelf Takedown, the Company will New PubCo shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company will New PubCo shall, as expeditiously as reasonably possible:
(a) 3.1.1 prepare and file with the SEC Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and and, subject to Section 5.7, remain effective until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities;
(b) 3.1.2 subject to Section 5.7, prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Holders Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company New PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectusHolders; [***] Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);.
(d) 3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of New PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company New PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company New PubCo are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) 3.1.8 at least three five (35) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus (or any document such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that is sales are suspended pursuant to be incorporated by reference into such Registration Statement or prospectusSection 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counsellegal counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4;
(j) 3.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative of the Holders, the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Personperson’s or entity’s own expense, in the preparation of the Registration Statement, and cause the CompanyNew PubCo’s officers, directors and employees (if any) to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives representatives, Underwriters or underwriters enter into a financial institutions agree to confidentiality agreement, arrangements in form and substance reasonably satisfactory to the CompanyNew PubCo, prior to the release or disclosure of any such information;; [***] Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(a)(6).
(k) 3.1.11 obtain a “cold comfort” letter from the CompanyNew PubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by New PubCo’s independent registered public accountants and New PubCo’s legal counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) 3.1.12 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of legal counsel representing the Company New PubCo for the purposes of such Registration, addressed to the participating Holders, the broker, placement agent agents or sales agent, if any, any and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, agent or underwriter Underwriter may reasonably request and as are customarily included in such opinions, opinions and reasonably satisfactory to a majority in interest of the participating Holdersnegative assurance letters;
(m) 3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing underwriter Underwriter or the broker, placement agent or sales agent of such offeringoffering or sale;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the CompanyNew PubCo’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule then in effect);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0003.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries New PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration. Notwithstanding the foregoing, New PubCo shall not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent if such Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Kyivstar Group Ltd.)
General Procedures. If and whenever at any time after the Closing Date the Company is required to register effect the Registration of Registrable Securities, the Company will shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence reasonably satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action reasonably necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be reasonably necessary, in the opinion of the Company’s outside legal counsel, by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable, in the opinion of the Company’s outside legal counsel, to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) 3.1.7 advise each seller Holder of such Registrable SecuritiesSecurities covered by such Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) 3.1.8 advise each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any Prospectus forming a part of such registration statement has been filed;
3.1.9 at least three five (35) days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectusProspectus, furnish a copy thereof to each seller Holder of such Registrable Securities or its counsel;
(i) 3.1.10 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4 hereof;
(j) 3.1.11 permit a representative of the HoldersiRocket Holders and a representative of the Original Holders (such representatives to be selected by a majority-in-interest of each such group, as applicable), the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant such Registration, if any, and any attorney or accountant retained by such Holders Holders, Underwriters or underwriter other financial institutions to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, financial institution, attorney or accountant in connection with the Registration; provided, however, that such representatives or underwriters Underwriters, financial institutions enter into a confidentiality agreementarrangement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.12 obtain a “cold comfort” letter from the Company’s independent registered public accountants (and the independent accountant of any other entity whose financial statements are included in (or incorporated by reference in) a Registration Statement) in the event of an Underwritten Registration, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to a Registration Statement (subject to such Underwriter or other financial institution facilitating such offering providing such certification or representation as reasonably requested by the Company’s independent registered public accountings and the Company’s counsel), to the extent customary, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating HoldersHolders and such managing Underwriter or other similar type of sales agent or placement agent;
(l) 3.1.13 to the extent customary, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the broker, placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, broker, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
(m) 3.1.14 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated offering, or sale by a broker, placement agent or sales agent pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, purchase agreement, sales agreement or placement agreement in usual and customary form, with the managing underwriter Underwriter or broker, sales agent or placement agent of such offeringoffering or sale;
(n) 3.1.15 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,0003.1.16 with respect to any Shelf Underwritten Offering, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise 3.1.17 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
Appears in 1 contract
Sources: Registration Rights Agreement (BPGC Acquisition Corp.)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo's Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersSpecial Holders of Registrable Securities included in such Registration, and such Special Holders' legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders of Registrable Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Special Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to
(i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or "blue sky" Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.7;
(j) permit a representative Representatives of the Special Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Special Holders or underwriter Underwriter to participate, at each such Person’s 's own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the Company’s PubCo's officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “"cold comfort” letter " letter, and a bring-down thereof, from the Company’s PubCo's independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Special Holders may rely on, in customary form and covering such matters of the type customarily covered by “"cold comfort” " letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Special Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Special Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Special Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve 12 months beginning with the first day of the Company’s first full calendar quarter within three months after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00035 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “"road show” " presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Holders, in connection with such Registration.
Appears in 1 contract
Sources: Business Combination Agreement (dMY Technology Group, Inc.)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall use its commercially reasonable efforts to, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts and, subject to the applicable terms of this A&R Investor Rights Agreement, cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver at least three (3) calendar days prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersHolders of Registrable Securities included in such Registration, and such Holders’ legal counsel, if any, as applicable, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering and sale Prospectus included in such Registration Statement (including each preliminary Prospectus), or such other documents as the Underwriters or the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification), and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process (other than service of process in connection with such qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days prior to the filing of any Registration Statement or prospectus or any amendment or supplement to such Registration Statement or prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, furnish a copy thereof to each seller of such Registrable Securities under a Registration Statement or its counselProspectus such number of copies of such Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary prospectus), each Free-Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.7;
(j) permit a representative Representatives of the Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinions, opinions and reasonably satisfactory to a majority in interest of the participating Holdersnegative assurance letters;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter within three months after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, fifty million dollars ($100,000,00050,000,000), use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Holders, in connection with such Registration.
Appears in 1 contract
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which Parent’s Equity Securities are then listed, each as interpreted by Parent with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will Parent shall use its reasonable best efforts (except as set forth in clause (d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will Parent shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company Parent or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersHolders of Registrable Securities included in such Registration, and such Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of Parent and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company Parent shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company Parent are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.042.7;
(j) permit a representative Representatives of the Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyParent’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyParent, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter from the Company’s independent public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the participating Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,000, use its reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter in any Underwritten Offering; and
(p) otherwise cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
Appears in 1 contract
Sources: Merger Agreement (VPC Impact Acquisition Holdings III, Inc.)
General Procedures. If and whenever the Company is required to register Registrable SecuritiesIn connection with any Shelf and/or Shelf Takedown, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereofthereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, security holders or partners), and pursuant thereto the Company will shall, as expeditiously as possible:
(a) III.1.1 prepare and file with the SEC Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been soldceased to be Registrable Securities, in each case, in accordance with Section 2.1.1;
(b) III.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Holders Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold sold;
III.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in accordance with such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the intended plan of distribution set forth Prospectus included in such Registration Statement or supplement to (including each preliminary Prospectus), and such other documents as the Prospectus;
(c) deliver to Underwriters and the Holders and of Registrable Securities included in such Registration or the underwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as legal counsel for any such Persons Holders may reasonably request (in order to facilitate the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwriters, if any, in connection with the offering and sale disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) III.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) III.1.5 cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) III.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) III.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) III.1.8 at least three five (35) days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus (or any document such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that is sales are suspended pursuant to be incorporated by reference into such Registration Statement or prospectusSection 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counselcounsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) III.1.9 promptly notify the Holders in writing at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4;
(j) III.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative of the Holders, the underwritersUnderwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney attorney, consultant or accountant retained by such Holders or underwriter Underwriter to participate, at each such Personperson’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives representatives, Underwriters or underwriters enter into a financial institutions agree to confidentiality agreement, arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) III.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten RegistrationOffering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Holders;
(l) III.1.12 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agent agents or sales agent, if any, any and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, agent or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holdersas applicable;
(m) III.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing underwriter Underwriter or the broker, placement agent or sales agent of such offeringoffering or sale;
(n) III.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule then in effect);
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds in excess of $100,000,000III.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise III.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration. Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent if such Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Mondee Holdings, Inc.)
General Procedures. If In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and whenever any regulations promulgated by any securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the Company is required to register Registrable Securitiesadvice of its counsel, the Company will PubCo shall use its reasonable best efforts (except as set forth in clause(d) below) to effect such Registration to permit the sale of such the Registrable Securities included in such Registration in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will PubCo shall, as expeditiously as possible:
(a) prepare and file with the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter of Registrable Securities Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company PubCo or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders and the underwritersSpecial Holders of Registrable Securities included in such Registration, and such Special Holders’ legal counsel, if any, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in connection with each case including all exhibits thereto and documents incorporated by reference therein), the offering Prospectus included in such Registration Statement (including each preliminary Prospectus), and sale such other documents as the Underwriters or the Special Holders of Registrable Securities included in such Registration or the legal counsel for any such Special Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Special Holders;
(d) prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” Laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company PubCo shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company PubCo are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;
(g) advise each seller Holder of such Registrable SecuritiesSecurities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any amendment or supplement to such Registration Statement or prospectus Prospectus or any document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus furnish a copy draft thereof to each seller Special Holder of such Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.7;
(j) permit a representative Representatives of the Special Holders, the underwritersUnderwriters, if any, and any attorney attorney, consultant or accountant retained by such Special Holders or underwriter Underwriter to participate, at each such Person’s own expenseexpense except to the extent such expenses constitute Registration Expenses, in the preparation of the Registration Statement, and cause the CompanyPubCo’s officers, directors and employees to supply all information reasonably requested by any such representativeRepresentative, underwriterUnderwriter, attorney attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or underwriters enter into a Persons agree to confidentiality agreement, in form and substance arrangements reasonably satisfactory to the CompanyPubCo, prior to the release or disclosure of any such information;
(k) obtain a “cold comfort” letter letter, and a bring-down thereof, from the CompanyPubCo’s independent registered public accountants in the event of an Underwritten RegistrationOffering which the participating Special Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter may reasonably request, and reasonably satisfactory to a majority in majority-in-interest of the participating Special Holders;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinionopinion and negative assurances letter, dated such date, of counsel representing the Company PubCo for the purposes of such Registration, addressed to the Special Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Special Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Special Holders;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter of such offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve 12 months beginning with the first day of the Company’s first full calendar quarter within three months after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the SEC);
(o) if the Registration an Underwritten Offering involves the registration of Registrable Securities involving gross proceeds with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in excess of the aggregate, $100,000,00035 million, use its reasonable best efforts to make available senior executives of the Company and its subsidiaries PubCo to participate in customary “road show” presentations that may be reasonably requested by the underwriter Underwriter in any such Underwritten Offering; and
(p) otherwise otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested requested, by the Holders, in connection with such Registration.
Appears in 1 contract
Sources: Business Combination Agreement (dMY Technology Group, Inc.)
General Procedures. If and whenever at any time on or after the Company date hereof Pubco is required to register effect the Registration of Registrable Securities, the Company will Pubco shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will Pubco shall, as expeditiously as reasonably possible:
(a) prepare and file with the SEC as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective for a period of up to 180 days or, if earlier, until the all Registrable Securities covered by such Registration Statement have been sold;sold;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered on such Registration Statement or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company Pubco or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;Prospectus;
(c) deliver prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);Holders;
(d) prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Pubco and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company Pubco shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;subject;
(e) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company Pubco are then listed;listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not no later than the effective date of such Registration Statement;Statement;
(g) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;issued;
(h) at least three (3) two calendar days prior to the filing of any Registration Statement or prospectus Prospectus or any material amendment or supplement to such Registration Statement or prospectus or any Prospectus (other than by way of a document that is to be incorporated by reference into such Registration Statement or prospectus, Prospectus) furnish a copy thereof to each seller of such Registrable Securities or its counsel;counsel;
(i) notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.04;3.4 hereof;
(j) permit a representative of the Holders (such representative to be selected by a majority-in-interest of the participating Holders), the underwritersUnderwriters, if any, and any attorney or accountant retained by such Holders or underwriter Underwriters to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the CompanyPubco’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter, attorney or accountant in connection with the Registration; Registration; provided, however, that such representatives or underwriters Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the CompanyPubco, prior to the release or disclosure of any such information;information;
(k) obtain a “cold comfort” letter from the CompanyPubco’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter(s) may reasonably request, and reasonably satisfactory to a majority in interest of the participating Holders;request;
(l) on the date the Registrable Securities are delivered for sale pursuant to such Registration, in the event of an Underwritten Registration, obtain an opinion, dated such date, of counsel representing the Company Pubco for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter may reasonably request and as are customarily included in such opinions, opinions and reasonably satisfactory to a majority in interest of the participating Holders;negative assurance letters;
(m) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter(s) of such offering;offering;
(n) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve 12 months beginning with the first day of the CompanyPubco’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;thereunder (or any successor rule promulgated thereafter by the SEC); and
(o) if the Registration involves the registration of Registrable Securities involving gross proceeds otherwise, in excess of $100,000,000good faith, use its reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter in any Underwritten Offering; and
(p) otherwise cooperate reasonably with, and take such customary actions as may reasonably be requested by by, the Holders, Holders in connection with such RegistrationRegistration and sales.
Appears in 1 contract
Sources: Business Combination Agreement (Plum Acquisition Corp. III)
General Procedures. If and whenever at any time the Company is required to register effect the Registration of Registrable Securities, whether pursuant to the filing of a new Registration Statement or effecting an Underwritten Offering, the Company will shall use its best commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company will shall, as expeditiously as possible:
(a) 3.1.1 prepare and file with the SEC Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until the all Registrable Securities covered by such Registration Statement have been sold; provided the Company shall not be required to file such Registration Statement until such time as it has received any necessary information from the Holders;
(b) 3.1.2 prepare and file with the SEC Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any underwriter Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
(c) deliver 3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders and the underwritersUnderwriters, if any, without chargeand the Holders of Registrable Securities included in such Registration that are Demanding Holders, as many and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (and including each preliminary prospectus) Prospectus), and such other documents as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by the selling Holders Underwriters and the underwriters, if any, Holders of Registrable Securities included in connection with such Registration or the offering and sale legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities covered owned by such Prospectus (or preliminary prospectus)), and a reasonable number of copies of the then-effective Registration Statement and any post-effective amendments thereto and any supplements to the Prospectus, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference)Holders;
(d) 3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify or cooperate with the Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration StatementStatement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is would not then so qualified otherwise be required to qualify or to take any action to which it would be subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
(e) 3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(f) provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities not later than the effective date of such Registration Statement3.1.6 [reserved];
(g) 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(h) at least three (3) days prior to the filing 3.1.8 advise each Holder of any Registration Statement or prospectus or any amendment or supplement to Registrable Securities covered by such Registration Statement or prospectus or any document that is to Statement, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective (which may be incorporated satisfied by reference into such Registration Statement or prospectus, furnish the issuance of a copy thereof to each seller of such Registrable Securities or its counselpress release by the Company);
(i) 3.1.9 notify the Holders at any time when a prospectus Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus (or preliminary prospectus) included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.043.4 hereof;
(j) 3.1.10 permit a representative of the Holders, the underwritersUnderwriter(s), if any, and any attorney or accountant retained by such Holders or underwriter Underwriter(s) to participate, at each such Personperson’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriterUnderwriter(s), attorney or accountant in connection with the Registration; provided, however, that such representatives or underwriters Underwriter(s) enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
(k) 3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter Underwriter(s) may reasonably request, and reasonably satisfactory to a majority in interest of the participating Holders;
(l) 3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the underwritersUnderwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or underwriter Underwriter(s) may reasonably request and as are customarily included in such opinionsopinions and negative assurance letters; provided, and reasonably satisfactory however, that counsel for the Company shall not be required to a majority in interest of the participating Holdersprovide any opinions with respect to any Holder;
(m) 3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter Underwriter(s) of such offering; provided that such underwriting agreement shall not require the Company or any of its directors and officers to be locked up for any period of time following the date of the underwriting agreement;
(n) 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunderthereunder (or any successor rule promulgated thereafter by the Commission);
3.1.15 in connection with an Underwritten Offering, cause its senior management, officers, employees and independent public accountants (oin the case of the independent public accountants, subject to any applicable accounting guidance regarding their participation in the offering or the due diligence process) if to participate in, make themselves available, supply such information as may reasonably be requested and to otherwise facilitate and cooperate with the preparation of the Registration involves Statement and Prospectus and any amendments or supplements thereto (including participating in due diligence sessions) taking into account the registration of Registrable Securities involving gross proceeds in excess of $100,000,000, use its Company’s reasonable efforts to make available senior executives of the Company and its subsidiaries to participate in customary “road show” presentations that may be reasonably requested by the underwriter in any Underwritten Offeringbusiness needs; and
(p) otherwise 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
Appears in 1 contract
Sources: Registration Rights and Lock Up Agreement (Team Inc)