Parent Obligations. Subject to the provisions of Sections 2.01, when the Parent is required to have an effective shelf registration statement in place that shall permit resales by the Holders of Registrable Securities, the Parent shall: (i) (A) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission a supplement to the related Prospectus to give effect to the sale of the Registrable Securities by the Holders and (B) furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement; provided that before filing such prospectus supplement, the Parent will furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement proposed to be filed, which will be subject to the reasonable review and comment of such counsel (such review to be conducted with reasonable promptness); (ii) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission such amendments, post-effective amendments and supplements to each Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Shelf Registration Statement (including the filing of the form of underwriting agreement to be used in connection with a Shelf Demand Offering), and cause the related Prospectus to be supplemented by any prospectus supplement or issuer free writing prospectus as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Shelf Registration Statement in accordance with the intended method or methods of distribution by the Holders; (iii) in connection with any Shelf Demand Offering, use its commercially reasonable efforts to register or qualify or cooperate with the Holders participating in such Shelf Demand Offering, the managing underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer or sale under the securities or “blue sky laws” of such jurisdictions as such Holder or underwriter shall reasonably request in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period that such Shelf Registration Statement is required to be kept effective and to take any other action that may be necessary or advisable to enable such Holder or underwriter to consummate the disposition in such jurisdictions of the Registrable Securities, except that the Parent shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this paragraph (iii) be obligated to be so qualified, or (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject; (iv) notify in writing the Holders and the underwriters, if any, of the following events: (1) any request by the Commission or any other governmental entity for amendments or supplements to the Shelf Registration Statement or related Prospectus or issuer free writing prospectus or for additional information, including the receipt of comments from the Commission; (2) the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings by any person for that purpose; and (3) the receipt by the Parent of any notification with respect to the suspension of the qualification or exception from qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose; and (4) when any supplement to the Prospectus and any amendments to the Prospectus shall have been filed, (v) (A)notify in writing the Holders, at any time when a Prospectus relating to the sale of Registrable Securities is required to be delivered under the Securities Act, upon discovery that the Shelf Registration Statement or the Prospectus included therein, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) upon such discovery and at the request of any Holder, prepare and file a supplement or amendment to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference or an issuer free writing prospectus related thereto, and furnish to such Holder a reasonable number of copies of such Prospectus or document as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) in the event the Parent gives a notice as described in clause (A) above, extend the Two Year Period by the number of days during the period starting on the date such notice is given and ending on the date when all Holders shall receive such a supplemented or amended Prospectus or such Prospectus shall have been filed with the Commission; (vi) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of any Prospectus and, if any such order is issued, obtain the withdrawal of such order suspending the effectiveness of such Shelf Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the reasonably earliest practical date; (vii) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the Commission and any applicable national securities exchange, and make available to the Holders and the underwriters, if any, as soon as reasonably practicable (but not more than 18 months), an earnings statement of the Parent covering the period of at least 12 months, beginning with the first day of the Parent’s first full quarter after the Restriction Termination Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (viii) cooperate with the Holders and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends) representing Registrable Securities to be sold under any Shelf Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter(s) or selling Holders may request and keep available and make available to the Parent’s transfer agent prior to the effectiveness of such Shelf Registration Statement a supply of such certificates; (ix) in connection with any underwritten Shelf Demand Offering, (i) enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and consistent with Parent’s past practice, (ii) make available Parent’s Chief Financial Officer or other appropriate officers for a customary due diligence call and otherwise use its reasonable best efforts to permit the underwriters and Designated Underwriters’ Counsel to timely complete customary due diligence review, (iii) use its reasonable best efforts to furnish customary 10b-5 letters and opinions of counsel to the Parent and updates thereof, addressed to each selling Holder of Registrable Securities and each of the managing underwriter(s), if any, covering the matters customarily covered by 10b-5 statements and such opinions in underwritten offerings, (iv) use its reasonable best efforts to obtain “comfort” letters and updates thereof from the independent certified public accountants of the Parent who have certified the financial statements included in such Shelf Registration Statement, addressed to each selling Holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession, in which case an “agreed-upon procedures” letter may be provided if permitted by applicable standards of the accounting profession) and each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (v) indemnification provisions and procedures substantially to the effect set forth in Section 2.05 hereof; provided, that, for the avoidance of any doubt, the Parent and any of its officers will not be required to participate in any marketing activities in connection with any Shelf Demand Offering or Shelf Resale, including without limitation road shows and conference calls with investors; (x) deliver to each selling Holder, and the managing underwriter(s), if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus and any issuer free writing prospectus related to any such Prospectuses) as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and the Parent, subject to Section 2.03(b)(iii), hereby consents to the use of such Prospectus by each of the selling Holders and the managing underwriter(s), if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus; (xi) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Shelf Registration Statement from and after a date not later than the effective date of such Shelf Registration Statement; and (xii) use its reasonable best efforts to list, on or prior to the Restriction Termination Date, all Registrable Securities covered by the Shelf Registration Statement on any securities exchange on which any of the Registrable Securities are then listed or traded and to maintain such listing during the Shelf Registration Period.
Appears in 3 contracts
Sources: Registration Rights Agreement (Hellman & Friedman Investors v (Cayman), Ltd.), Registration Rights Agreement (Trident III, L.P.), Registration Rights Agreement (Partnerre LTD)
Parent Obligations. Subject to the provisions of Sections 2.01, when the Parent is required to have an effective shelf registration statement in place that shall permit resales by the Holders of Registrable Securities, the Parent shall:
(ia) (A) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and use its reasonable best efforts to the extent required by law, prepare and file with the Commission a supplement to the related Prospectus to give effect to the sale of the Registrable Securities by the Holders and (B) furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of SEC such prospectus supplement; provided that before filing such prospectus supplement, the Parent will furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement proposed to be filed, which will be subject to the reasonable review and comment of such counsel (such review to be conducted with reasonable promptness);
(ii) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission such amendments, post-effective amendments and supplements to each Shelf any Registration Statement and the associated Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by keep such Shelf Registration Statement effective;
(b) use its reasonable best efforts to furnish to each Holder such number of copies of a Prospectus, including the filing of the form of underwriting agreement to be used in connection with a Shelf Demand Offering)preliminary prospectus, and cause the related Prospectus all amendments and supplements thereto and such other documents as each Holder may reasonably request in order to be supplemented by any prospectus supplement or issuer free writing prospectus as may be necessary to comply with the provisions of the Securities Act with respect to facilitate the disposition of the securities covered Registrable Securities owned by such Shelf Registration Statement in accordance with the intended method or methods of distribution by the HoldersHolder;
(iiic) in connection with any Shelf Demand Offering, use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness and, if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;
(d) use its reasonable best efforts to prior to any public offering of Registrable Securities, register or qualify or cooperate with the Holders participating in such Shelf Demand Offering, the managing underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer or and sale under the securities or “blue sky laws” laws of such jurisdictions as such Holder or underwriter shall the holders of Registrable Securities may reasonably request in writing and to keep each such registration do any and all other reasonable acts or qualification (or exemption therefrom) effective during the period that such Shelf Registration Statement is required to be kept effective and to take any other action that may be things necessary or advisable to enable such Holder or underwriter to consummate the disposition distribution in such jurisdictions of the Registrable SecuritiesSecurities covered by the Registration Statement; provided, except however, that the Parent shall not for be required in connection therewith or as a condition thereto to (i) qualify to do business in any such purpose jurisdiction where it would not otherwise be required to qualify but for this Section, (Aii) qualify generally subject itself to do business as a foreign corporation general taxation in any jurisdiction wherein it would not but for the requirements of this paragraph such jurisdiction, (iii) be obligated file a general consent to be so qualified, or (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subjectjurisdiction, (iv) provide any undertakings that cause Parent undue expense or burden, or (v) make any change in its charter or bylaws;
(ive) notify in writing the Holders and the underwriters, if any, of the following events:
(1) any request use its reasonable best efforts to cause all Registrable Securities covered by the Commission or any other governmental entity for amendments or supplements to the Shelf Registration Statement to be listed on the securities exchange, interdealer quotation system or related Prospectus or issuer free writing prospectus or for additional information, including the receipt of comments from the Commission;
(2) the issuance other market on which similar securities issued by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings by any person for that purposeParent are then listed; and
(3f) the receipt by the Parent of any notification with respect to the suspension of the qualification or exception from qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose; and
(4) when any supplement to the Prospectus and any amendments to the Prospectus shall have been filed,
(v) (A)notify in writing the Holdersuse its reasonable best efforts to, as promptly as practicable, notify each Holder, at any time when a Prospectus relating to the sale of Registrable Securities is required to be delivered under the Securities 1933 Act, upon discovery that the Shelf Registration Statement that, or as promptly as practicable after becoming aware of any event as a result of which, the Prospectus included thereinin such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, (B) upon such discovery and at the request of any Holder, promptly prepare and file a supplement or amendment to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference or an issuer free writing prospectus related thereto, and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus or document as may be necessary so that that, as thereafter delivered to the purchaser of such Registrable Securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) misleading in the event the Parent gives a notice as described in clause (A) above, extend the Two Year Period by the number of days during the period starting on the date such notice is given and ending on the date when all Holders shall receive such a supplemented or amended Prospectus or such Prospectus shall have been filed with the Commission;
(vi) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness light of the Shelf Registration Statement or of any order preventing or suspending the use of any Prospectus and, if any such order is issued, obtain the withdrawal of such order suspending the effectiveness of such Shelf Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the reasonably earliest practical date;
(vii) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the Commission and any applicable national securities exchange, and make available to the Holders and the underwriters, if any, as soon as reasonably practicable (but not more than 18 months), an earnings statement of the Parent covering the period of at least 12 months, beginning with the first day of the Parent’s first full quarter after the Restriction Termination Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(viii) cooperate with the Holders and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends) representing Registrable Securities to be sold under any Shelf Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter(s) or selling Holders may request and keep available and make available to the Parent’s transfer agent prior to the effectiveness of such Shelf Registration Statement a supply of such certificates;
(ix) in connection with any underwritten Shelf Demand Offering, (i) enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and consistent with Parent’s past practice, (ii) make available Parent’s Chief Financial Officer or other appropriate officers for a customary due diligence call and otherwise use its reasonable best efforts to permit the underwriters and Designated Underwriters’ Counsel to timely complete customary due diligence review, (iii) use its reasonable best efforts to furnish customary 10b-5 letters and opinions of counsel to the Parent and updates thereof, addressed to each selling Holder of Registrable Securities and each of the managing underwriter(s), if any, covering the matters customarily covered by 10b-5 statements and such opinions in underwritten offerings, (iv) use its reasonable best efforts to obtain “comfort” letters and updates thereof from the independent certified public accountants of the Parent who have certified the financial statements included in such Shelf Registration Statement, addressed to each selling Holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession, in which case an “agreed-upon procedures” letter may be provided if permitted by applicable standards of the accounting profession) and each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (v) indemnification provisions and procedures substantially to the effect set forth in Section 2.05 hereof; provided, that, for the avoidance of any doubt, the Parent and any of its officers will not be required to participate in any marketing activities in connection with any Shelf Demand Offering or Shelf Resale, including without limitation road shows and conference calls with investors;
(x) deliver to each selling Holder, and the managing underwriter(s), if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus and any issuer free writing prospectus related to any such Prospectuses) as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and the Parent, subject to Section 2.03(b)(iii), hereby consents to the use of such Prospectus by each of the selling Holders and the managing underwriter(s), if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus;
(xi) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Shelf Registration Statement from and after a date not later than the effective date of such Shelf Registration Statement; and
(xii) use its reasonable best efforts to list, on or prior to the Restriction Termination Date, all Registrable Securities covered by the Shelf Registration Statement on any securities exchange on which any of the Registrable Securities are circumstances then listed or traded and to maintain such listing during the Shelf Registration Periodexisting.
Appears in 2 contracts
Sources: Registration Rights Agreement (Exelixis Inc), Registration Rights Agreement (Exelixis Inc)
Parent Obligations. Subject to the provisions of Sections Section 2.01, when the Parent is required to have an effective shelf registration statement in place that shall permit resales by the Holders Seller of Registrable Securities, the Parent shall:
(i) (A) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission a supplement to the related Prospectus to give effect to the sale of the Registrable Securities by the Holders and (B) furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement; provided that before filing such prospectus supplement, the Parent will furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement proposed to be filed, which will be subject to the reasonable review and comment of such counsel (such review to be conducted with reasonable promptness);
(ii) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission such amendments, post-effective amendments and supplements to each Shelf Registration Statement and the Prospectus used in connection therewith as may be reasonably requested by Seller as necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Shelf Registration Statement (including the filing of the form of underwriting agreement to be used in connection with a Shelf Demand Offering)Resale, and cause the related Prospectus to be supplemented by any prospectus supplement or issuer free writing prospectus as may be reasonably requested by Seller as necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Shelf Registration Statement in accordance with the intended method or methods of distribution by the HoldersResale;
(iiiii) in connection with any Shelf Demand Offering, use its commercially reasonable efforts to register or qualify or cooperate with the Holders participating in such Shelf Demand Offering, the managing underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer or sale under the securities or “blue sky laws” of such jurisdictions as such Holder or underwriter shall reasonably request in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period that such Shelf Registration Statement is required to be kept effective and to take any other action that may be necessary or advisable to enable such Holder or underwriter to consummate the disposition in such jurisdictions of the Registrable Securities, except that the Parent shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this paragraph (iii) be obligated to be so qualified, or (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;
(iv) notify in writing the Holders and the underwriters, if any, of the following events:
(1) any request by the Commission or any other governmental entity for amendments or supplements to the Shelf Registration Statement or related Prospectus or issuer free writing prospectus or for additional information, including the receipt of comments from the Commission;
(2) the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings by any person for that purpose; and
(3) the receipt by the Parent of any notification with respect to the suspension of the qualification or exception from qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose; and
(4) when any supplement to the Prospectus and any amendments to the Prospectus shall have been filed,
(v) (A)notify in writing the HoldersSeller, at any time when a Prospectus relating to the sale of Registrable Securities is would be required to be delivered under the Securities ActAct relating to a sale of Registrable Securities, upon discovery that the Prospectus included in such Shelf Registration Statement or the Prospectus included thereinStatement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) upon such discovery and at the request of any HolderSeller (but subject to Parent’s right to declare a Suspension Period), prepare and file a supplement or amendment to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference or an issuer free writing prospectus related thereto, and furnish to such Holder a reasonable number of copies Seller an electronic copy of such Prospectus or document as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) in the event the Parent gives a notice as described in clause (A) above, extend the Two Year Period by the number of days during the period starting on the date such notice is given and ending on the date when all Holders shall receive such a supplemented or amended Prospectus or such Prospectus shall have been filed with the Commission;
(viiii) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of any Prospectus and, if any such order is issued, obtain the withdrawal of such any order suspending the effectiveness of such Shelf Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the reasonably earliest practical datedate (but subject to Parent’s right to declare a Suspension Period);
(viiiv) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the Commission and any applicable national securities exchange, and make available to the Holders and the underwriters, if any, its shareholders as soon as reasonably practicable (but not more than 18 months)practicable, an earnings statement of the Parent covering the period of at least 12 months, beginning with the first day of the Parent’s first full quarter after the Restriction Termination Registration Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(viiiv) cooperate with the Holders and the managing underwriter(s), if any, Seller to facilitate the timely preparation and delivery of of, at Parent’s option, certificates or book entries (which shall not bear any restrictive legends) representing Registrable Securities to be sold under any Shelf Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter(s) or selling Holders Seller may request and keep available and make available to the Parent’s transfer agent prior to the effectiveness of such Shelf Registration Statement a supply of such certificatesrequest;
(ix) in connection with any underwritten Shelf Demand Offering, (i) enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and consistent with Parent’s past practice, (ii) make available Parent’s Chief Financial Officer or other appropriate officers for a customary due diligence call and otherwise use its reasonable best efforts to permit the underwriters and Designated Underwriters’ Counsel to timely complete customary due diligence review, (iii) use its reasonable best efforts to furnish customary 10b-5 letters and opinions of counsel to the Parent and updates thereof, addressed to each selling Holder of Registrable Securities and each of the managing underwriter(s), if any, covering the matters customarily covered by 10b-5 statements and such opinions in underwritten offerings, (iv) use its reasonable best efforts to obtain “comfort” letters and updates thereof from the independent certified public accountants of the Parent who have certified the financial statements included in such Shelf Registration Statement, addressed to each selling Holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession, in which case an “agreed-upon procedures” letter may be provided if permitted by applicable standards of the accounting profession) and each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (v) indemnification provisions and procedures substantially to the effect set forth in Section 2.05 hereof; provided, that, for the avoidance of any doubt, the Parent and any of its officers will not be required to participate in any marketing activities in connection with any Shelf Demand Offering or Shelf Resale, including without limitation road shows and conference calls with investors;
(xvi) deliver to each selling Holder, and the managing underwriter(s), if anySeller, without charge, as many copies an electronic copy of the Prospectus or Prospectuses (including each form of Prospectus and any issuer free writing prospectus related to any such Prospectuses) as such Persons Seller may reasonably request in connection with the distribution of the Registrable Securities; and the Parent, subject to Section 2.03(b)(iii), hereby consents to the use of such Prospectus by each of the selling Holders and the managing underwriter(s), if any, Seller in connection with the offering and sale of the Registrable Securities covered by such Prospectus;; and
(xivii) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Shelf Registration Statement from and after a date not later than the effective date of such Shelf Registration Statement; and
(xii) use its reasonable best efforts to list, on or prior to the Restriction Termination Date, all Registrable Securities covered by the Shelf Registration Statement on any securities exchange on which any of the Registrable Securities are then listed or traded and to maintain such listing during the Shelf Registration Period.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Partnerre LTD), Securities Purchase Agreement (Partnerre LTD)
Parent Obligations. Subject to In connection with the provisions registration of Sections 2.01the Registrable Shares, when the Parent is required to have an effective shelf registration statement in place that shall permit resales by the Holders of Registrable Securities, the Parent shalluse its commercially reasonable efforts to:
(i) (A) in during the case of a Shelf Demand OfferingRegistration Effective Period, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission a supplement to the related Prospectus to give effect to the sale of the Registrable Securities by the Holders and (B) furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement; provided that before filing such prospectus supplement, the Parent will furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement proposed to be filed, which will be subject to the reasonable review and comment of such counsel (such review to be conducted with reasonable promptness);
(ii) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission such amendments, post-effective amendments and supplements to each Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the Registrable Shares covered by the Registration Statement;
(ii) furnish to each Holder, (A) as soon as reasonably practicable after the Registration Statement is filed with the SEC, one copy of the Registration Statement, each prospectus forming a part of the Registration Statement, and each amendment or supplement thereto, and (B) following the effective date of the Registration Statement, such number of copies of the prospectus and all amendments and supplements thereto and such other documents, as such Holder may reasonably request in order to facilitate the disposition of all securities the Registrable Shares owned by such Holder;
(iii) (A) register or qualify the Registrable Shares covered by such Shelf the Registration Statement under such securities or “Blue Sky” laws of all jurisdictions requiring Blue Sky registration or qualification, (B) prepare and file in such jurisdictions such amendments (including the filing of the form of underwriting agreement post-effective amendments) and supplements to be used in connection with a Shelf Demand Offering), such registrations and cause the related Prospectus to be supplemented by any prospectus supplement or issuer free writing prospectus qualifications as may be necessary to comply with maintain the provisions of effectiveness thereof at all times during the Securities Act with respect Registration Effective Period, (C) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the disposition of the securities covered by such Shelf Registration Statement in accordance with the intended method or methods of distribution by the Holders;
(iii) in connection with any Shelf Demand Offering, use its commercially reasonable efforts to register or qualify or cooperate with the Holders participating in such Shelf Demand Offering, the managing underwriter(s), if anyEffective Period, and their respective counsel in connection with the registration or qualification (or exemption from D) take all such registration or qualification) of such Registrable Securities for offer or sale under the securities or “blue sky laws” of such jurisdictions as such Holder or underwriter shall other lawful actions reasonably request in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period that such Shelf Registration Statement is required to be kept effective and to take any other action that may be necessary or advisable to enable such Holder or underwriter to consummate qualify the disposition Registrable Shares for sale in such jurisdictions of the Registrable Securitiesjurisdictions; provided, except however, that the Parent shall not for be required in connection therewith or as a condition thereto to (I) qualify to do business in any such purpose jurisdiction where it would not otherwise be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this paragraph (iiiSection 6.6(c)(iii) be obligated to be so qualified, or (BII) take any action that would subject it file a general consent to general service of process in any such jurisdiction where it is not then so subjectjurisdiction;
(iv) notify in writing the Holders and the underwriters, if any, of the following events:
(1) any request by the Commission or any other governmental entity for amendments or supplements to the Shelf Registration Statement or related Prospectus or issuer free writing prospectus or for additional information, including the receipt of comments from the Commission;
(2) the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings by any person for that purpose; and
(3) the receipt by the Parent of any notification with respect to the suspension of the qualification or exception from qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose; and
(4) when any supplement to the Prospectus and any amendments to the Prospectus shall have been filed,
(v) (A)notify in writing the Holders, at any time when a Prospectus relating to the sale of Registrable Securities is required to be delivered under the Securities Act, upon discovery that the Shelf Registration Statement or the Prospectus included therein, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) upon such discovery and at the request of any Holder, prepare and file a supplement or amendment to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference or an issuer free writing prospectus related thereto, and furnish to such Holder a reasonable number of copies of such Prospectus or document as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) in the event the Parent gives a notice as described in clause (A) above, extend the Two Year Period by the number of days during the period starting on the date such notice is given and ending on the date when all Holders shall receive such a supplemented or amended Prospectus or such Prospectus shall have been filed with the Commission;
(vi) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of any Prospectus and, if any such order is issued, obtain the withdrawal of such order suspending the effectiveness of such Shelf Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the reasonably earliest practical date;
(vii) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the Commission and any applicable national securities exchange, and make available to the Holders and the underwriters, if any, as soon as reasonably practicable (but not more than 18 months), an earnings statement of the Parent covering the period of at least 12 months, beginning with the first day of the Parent’s first full quarter after the Restriction Termination Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(viii) cooperate with the Holders who hold Registrable Shares to facilitate the timely preparation and delivery of certificates for the managing underwriter(s)Registrable Shares and enable such certificates to be in such denominations or amounts, if anyas the case may be, as the Holders reasonably may request and registered in such names as the Holders may request; and, within three (3) Business Days after the Registration Statement is declared effective by the SEC, deliver and cause legal counsel selected by Parent to deliver to the transfer agent for the Registrable Shares (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel, to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends) representing Registrable Securities to be sold under any Shelf Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter(s) or selling Holders may request and keep available and make available to the Parent’s transfer agent prior to the effectiveness of such Shelf Registration Statement a supply of such certificates;; and
(ix) in connection with any underwritten Shelf Demand Offering, (i) enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and consistent with Parent’s past practice, (ii) make available Parent’s Chief Financial Officer or other appropriate officers for a customary due diligence call and otherwise use its reasonable best efforts to permit the underwriters and Designated Underwriters’ Counsel to timely complete customary due diligence review, (iii) use its reasonable best efforts to furnish customary 10b-5 letters and opinions of counsel to the Parent and updates thereof, addressed to each selling Holder of Registrable Securities and each of the managing underwriter(s), if any, covering the matters customarily covered by 10b-5 statements and such opinions in underwritten offerings, (iv) use its reasonable best efforts to obtain “comfort” letters and updates thereof from the independent certified public accountants of the Parent who have certified the financial statements included in such Shelf Registration Statement, addressed to each selling Holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession, in which case an “agreed-upon procedures” letter may be provided if permitted by applicable standards of the accounting profession) and each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (v) indemnification provisions take all such other lawful actions reasonably necessary to expedite and procedures substantially to facilitate the effect set forth disposition by the Holders of their Registrable Shares in Section 2.05 hereof; provided, that, for accordance with the avoidance of any doubt, intended methods therefor provided in the Parent and any of its officers will not be required to participate in any marketing activities in connection with any Shelf Demand Offering or Shelf Resaleprospectus which are customary under the circumstances, including without limitation road shows and conference calls providing reasonable assistance in confirming (assuming the same is true) that a Holder is not an Affiliate of the Parent; provided, however, that such reasonable assistance shall not include in any case the preparation or delivery of an opinion of legal counsel with investors;
(x) deliver respect to each selling any Holder’s status as an Affiliate; provided, further, that upon the request of a Holder, and the managing underwriter(s)in Parent’s sole discretion and at Holder’s sole expense, if any, without charge, as many copies Parent may elect to prepare and deliver such an opinion of the Prospectus or Prospectuses (including each form of Prospectus and any issuer free writing prospectus related to any such Prospectuses) as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and the Parent, subject to Section 2.03(b)(iii), hereby consents to the use of such Prospectus by each of the selling Holders and the managing underwriter(s), if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus;
(xi) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Shelf Registration Statement from and after a date not later than the effective date of such Shelf Registration Statement; and
(xii) use its reasonable best efforts to list, on or prior to the Restriction Termination Date, all Registrable Securities covered by the Shelf Registration Statement on any securities exchange on which any of the Registrable Securities are then listed or traded and to maintain such listing during the Shelf Registration Periodlegal counsel.
Appears in 1 contract
Sources: Acquisition Agreement (Amn Healthcare Services Inc)
Parent Obligations. Subject Parent will use commercially reasonable efforts to effect the provisions registration of Sections 2.01the Registrable Securities in accordance with the terms hereof, when the and pursuant thereto Parent is required to have an effective shelf registration statement in place that shall permit resales by the Holders of Registrable Securitieswill, the Parent shallas expeditiously as possible:
(a) use commercially reasonable efforts to cause the Registration Statement to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by the Registration Statement, as amended from time to time, have been sold, (Aii) in the case date on which all Registrable Securities covered by the Registration Statement (other than with respect to Registrable Securities owned by Affiliates of a Shelf Demand Offering, Parent) may be sold pursuant to Rule 144 without being subject to any restrictions on resale or in (iii) one (1) year from the case of any Shelf Resale if requested by any release of the Holders and Shares from escrow pursuant to the extent required by law, Merger Agreement.
(b) prepare and file with the Commission a supplement to the related Prospectus to give effect to the sale of the Registrable Securities by the Holders and (B) furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement; provided that before filing such prospectus supplement, the Parent will furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement proposed to be filed, which will be subject to the reasonable review and comment of such counsel (such review to be conducted with reasonable promptness);
(ii) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission SEC such amendments, prospectus supplements or post-effective amendments and supplements to each Shelf the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for the period specified in Section 3(a) and to comply with the provisions of the Securities Act with respect to and the disposition of all securities covered by such Shelf Registration Statement (including the filing of the form of underwriting agreement to be used in connection with a Shelf Demand Offering), and cause the related Prospectus to be supplemented by any prospectus supplement or issuer free writing prospectus as may be necessary to comply with the provisions of the Securities Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby and, upon fifteen (15) Business Days’ notice, shall file any supplement or amendment to the Registration Statement and Prospectus with respect to the plan of distribution or a Stockholder’s ownership interests in his, her or its Registrable Securities that is reasonably necessary to permit the sale of such Registrable Securities pursuant to the Registration Statement;
(c) provide copies to and permit each Stockholder to review the Registration Statement and all amendments and supplements thereto no fewer than five (5) Business Days prior to its filing with the SEC and not file any document to which a Stockholder reasonably objects based upon its belief that the Registration Statement is not in compliance with applicable laws, rules or regulations or contains a material misstatement or omission;
(d) furnish to each Stockholder (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by Parent, one (1) copy of the Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of Parent to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to the Registration Statement (other than any portion thereof which contains information for which Parent has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as a Stockholder may reasonably request in order to facilitate the disposition of the securities Registrable Securities owned by such Stockholder that are covered by such Shelf the Registration Statement in accordance with the intended method or methods of distribution by the HoldersStatement;
(iiie) in connection with use commercially reasonable efforts to (i) prevent the issuance of any Shelf Demand Offeringstop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;
(f) prior to any public offering of Registrable Securities, use its commercially reasonable efforts to register or qualify qualify, or exempt therefrom, or cooperate with the Holders participating in such Shelf Demand Offering, the managing underwriter(s), if any, Stockholders and their respective counsel in connection with the registration or qualification (qualification, or exemption from such registration or qualification) therefrom, of such Registrable Securities for offer or and sale under the securities or “blue sky laws” laws of such jurisdictions as such Holder requested by a Stockholder and do any and all other commercially reasonable acts or underwriter shall reasonably request in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period that such Shelf Registration Statement is required to be kept effective and to take any other action that may be things necessary or advisable to enable such Holder or underwriter to consummate the disposition distribution in such jurisdictions of the Registrable SecuritiesSecurities covered by the Registration Statement; provided, except however, that the Parent shall not for be required in connection therewith or as a condition thereto to (i) qualify to do business in any such purpose jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (Aii) qualify generally subject itself to do business as a foreign corporation general taxation in any jurisdiction wherein where it would not otherwise be so subject but for the requirements of this paragraph Section 3(f), or (iii) be obligated file a general consent to be so qualified, or (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subjectjurisdiction;
(ivg) notify in writing the Holders and the underwriters, if any, of the following events:
(1) any request use commercially reasonable efforts to cause all Registrable Securities covered by the Commission or any other governmental entity for amendments or supplements to the Shelf Registration Statement to be listed on each securities exchange, interdealer quotation system or related Prospectus or issuer free writing prospectus or for additional information, including the receipt of comments from the Commissionother market on which similar securities issued by Parent are then listed and use commercially reasonable efforts to maintain such listing;
(2h) immediately notify the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings by any person for that purpose; and
(3) the receipt by the Parent of any notification with respect to the suspension of the qualification or exception from qualification of any Registrable Securities for sale Stockholders in any jurisdiction or the initiation or threat of any proceeding for such purpose; and
(4) when any supplement to the Prospectus and any amendments to the Prospectus shall have been filed,
(v) (A)notify in writing the Holderswriting, at any time when a Prospectus relating to the sale of Registrable Securities is required to be delivered under the Securities Act, upon discovery that that, or upon the Shelf Registration Statement happening of any event or the passage of time as a result of which, the Prospectus included thereinin the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing, (B) upon such discovery and at the request of any HolderStockholder, promptly prepare and file a supplement or amendment to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference or an issuer free writing prospectus related thereto, and furnish to such Holder Stockholder a reasonable number of copies of a supplement to or an amendment of such Prospectus or document the Registration Statement as may be necessary so that that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) misleading in light of the event the Parent gives a notice as described in clause (A) above, extend the Two Year Period by the number of days during the period starting on the date such notice is given and ending on the date when all Holders shall receive such a supplemented or amended Prospectus or such Prospectus shall have been filed with the Commissioncircumstances then existing;
(vii) use its commercially reasonable best efforts to prevent make and keep public information available, as that term is understood and defined in Rule 144 under the issuance of any stop order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of any Prospectus Securities Act, at all times; and, if any such order is issued, obtain the withdrawal of such order suspending the effectiveness of such Shelf Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the reasonably earliest practical date;
(viij) otherwise use commercially reasonable best efforts to comply with all applicable rules and regulations of the Commission and any applicable national securities exchange, and make available to the Holders and the underwriters, if any, as soon as reasonably practicable (but not more than 18 months), an earnings statement of the Parent covering the period of at least 12 months, beginning with the first day of the Parent’s first full quarter after the Restriction Termination Date, which earnings statement shall satisfy the provisions of Section 11(a) of SEC under the Securities Act and Rule 158 thereunder;
(viii) cooperate with the Holders Exchange Act and the managing underwriter(s), if any, take such other actions as may be reasonably necessary to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends) representing Registrable Securities to be sold under any Shelf Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter(s) or selling Holders may request and keep available and make available to the Parent’s transfer agent prior to the effectiveness of such Shelf Registration Statement a supply of such certificates;
(ix) in connection with any underwritten Shelf Demand Offering, (i) enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and consistent with Parent’s past practice, (ii) make available Parent’s Chief Financial Officer or other appropriate officers for a customary due diligence call and otherwise use its reasonable best efforts to permit the underwriters and Designated Underwriters’ Counsel to timely complete customary due diligence review, (iii) use its reasonable best efforts to furnish customary 10b-5 letters and opinions of counsel to the Parent and updates thereof, addressed to each selling Holder of Registrable Securities and each of the managing underwriter(s), if any, covering the matters customarily covered by 10b-5 statements and such opinions in underwritten offerings, (iv) use its reasonable best efforts to obtain “comfort” letters and updates thereof from the independent certified public accountants of the Parent who have certified the financial statements included in such Shelf Registration Statement, addressed to each selling Holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession, in which case an “agreed-upon procedures” letter may be provided if permitted by applicable standards of the accounting profession) and each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (v) indemnification provisions and procedures substantially to the effect set forth in Section 2.05 hereof; provided, that, for the avoidance of any doubt, the Parent and any of its officers will not be required to participate in any marketing activities in connection with any Shelf Demand Offering or Shelf Resale, including without limitation road shows and conference calls with investors;
(x) deliver to each selling Holder, and the managing underwriter(s), if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus and any issuer free writing prospectus related to any such Prospectuses) as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and the Parent, subject to Section 2.03(b)(iii), hereby consents to the use of such Prospectus by each of the selling Holders and the managing underwriter(s), if any, in connection with the offering and sale registration of the Registrable Securities covered by such Prospectus;
(xi) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Shelf Registration Statement from and after a date not later than the effective date of such Shelf Registration Statement; and
(xii) use its reasonable best efforts to list, on or prior to the Restriction Termination Date, all Registrable Securities covered by the Shelf Registration Statement on any securities exchange on which any of the Registrable Securities are then listed or traded and to maintain such listing during the Shelf Registration Periodhereunder.
Appears in 1 contract
Parent Obligations. Subject In connection with the registration of the Registrable Shares pursuant to the provisions of Sections 2.01a Registration Statement, when the Parent is required to have an effective shelf registration statement in place that shall permit resales by the Holders of Registrable Securities, the Parent shalluse its commercially reasonable efforts to:
(i) (A) in during the case of a Shelf Demand OfferingRegistration Effective Period with respect to such Registration Statement, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission a supplement to the related Prospectus to give effect to the sale of the Registrable Securities by the Holders and (B) furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement; provided that before filing such prospectus supplement, the Parent will furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement proposed to be filed, which will be subject to the reasonable review and comment of such counsel (such review to be conducted with reasonable promptness);
(ii) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission such amendments, post-effective amendments and supplements to each Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Shares covered by such Shelf Registration Statement;
(ii) furnish to each Holder, (A) as soon as reasonably practicable after such Registration Statement is filed with the SEC, one copy of such Registration Statement, each prospectus forming a part of such Registration Statement, and each amendment or supplement thereto, and (B) following the effective date of such Registration Statement, such number of copies of the prospectus and all amendments and supplements thereto and such other documents, as such Holder may reasonably request in order to facilitate the disposition of the Registrable Shares owned by such Holder;
(iii) (a) register or qualify the Registrable Shares covered by such Registration Statement under such securities or “Blue Sky” laws of all jurisdictions requiring Blue Sky registration or qualification, (b) prepare and file in such jurisdictions such amendments (including the filing of the form of underwriting agreement post-effective amendments) and supplements to be used in connection with a Shelf Demand Offering), such registrations and cause the related Prospectus to be supplemented by any prospectus supplement or issuer free writing prospectus qualifications as may be necessary to comply with maintain the provisions of effectiveness thereof at all times during the Securities Act with respect Registration Effective Period, (c) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the disposition of the securities covered by such Shelf Registration Statement in accordance with the intended method or methods of distribution by the Holders;
(iii) in connection with any Shelf Demand Offering, use its commercially reasonable efforts to register or qualify or cooperate with the Holders participating in such Shelf Demand Offering, the managing underwriter(s), if anyEffective Period, and their respective counsel in connection with the registration or qualification (or exemption from d) take all such registration or qualification) of such Registrable Securities for offer or sale under the securities or “blue sky laws” of such jurisdictions as such Holder or underwriter shall other lawful actions reasonably request in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period that such Shelf Registration Statement is required to be kept effective and to take any other action that may be necessary or advisable to enable such Holder or underwriter to consummate qualify the disposition Registrable Shares for sale in such jurisdictions of the Registrable Securitiesjurisdictions; provided, except however, that the Parent shall not for be required in connection therewith or as a condition thereto to (I) qualify to do business in any such purpose jurisdiction where it would not otherwise be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this paragraph (iiiSection 6.6(b)(iii) be obligated to be so qualified, or (BII) take any action that would subject it file a general consent to general service of process in any such jurisdiction where it is not then so subjectjurisdiction;
(iv) notify in writing the Holders and the underwriters, if any, of the following events:
(1) any request by the Commission or any other governmental entity for amendments or supplements to the Shelf Registration Statement or related Prospectus or issuer free writing prospectus or for additional information, including the receipt of comments from the Commission;
(2) the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings by any person for that purpose; and
(3) the receipt by the Parent of any notification with respect to the suspension of the qualification or exception from qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose; and
(4) when any supplement to the Prospectus and any amendments to the Prospectus shall have been filed,
(v) (A)notify in writing the Holders, at any time when a Prospectus relating to the sale of Registrable Securities is required to be delivered under the Securities Act, upon discovery that the Shelf Registration Statement or the Prospectus included therein, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) upon such discovery and at the request of any Holder, prepare and file a supplement or amendment to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference or an issuer free writing prospectus related thereto, and furnish to such Holder a reasonable number of copies of such Prospectus or document as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) in the event the Parent gives a notice as described in clause (A) above, extend the Two Year Period by the number of days during the period starting on the date such notice is given and ending on the date when all Holders shall receive such a supplemented or amended Prospectus or such Prospectus shall have been filed with the Commission;
(vi) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of any Prospectus and, if any such order is issued, obtain the withdrawal of such order suspending the effectiveness of such Shelf Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the reasonably earliest practical date;
(vii) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the Commission and any applicable national securities exchange, and make available to the Holders and the underwriters, if any, as soon as reasonably practicable (but not more than 18 months), an earnings statement of the Parent covering the period of at least 12 months, beginning with the first day of the Parent’s first full quarter after the Restriction Termination Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(viii) cooperate with the Holders who hold Registrable Shares to facilitate the timely preparation and delivery of certificates for the managing underwriter(s)Registrable Shares and enable such certificates to be in such denominations or amounts, if anyas the case may be, as the Holders reasonably may request and registered in such names as the Holders may request; and, within three (3) Business Days after such Registration Statement is declared effective by the SEC, deliver and cause legal counsel selected by Parent to deliver to the transfer agent for the Registrable Shares (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel, to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends) representing Registrable Securities to be sold under any Shelf Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter(s) or selling Holders may request and keep available and make available to the Parent’s transfer agent prior to the effectiveness of such Shelf Registration Statement a supply of such certificates;; and
(ix) in connection with any underwritten Shelf Demand Offering, (i) enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and consistent with Parent’s past practice, (ii) make available Parent’s Chief Financial Officer or other appropriate officers for a customary due diligence call and otherwise use its reasonable best efforts to permit the underwriters and Designated Underwriters’ Counsel to timely complete customary due diligence review, (iii) use its reasonable best efforts to furnish customary 10b-5 letters and opinions of counsel to the Parent and updates thereof, addressed to each selling Holder of Registrable Securities and each of the managing underwriter(s), if any, covering the matters customarily covered by 10b-5 statements and such opinions in underwritten offerings, (iv) use its reasonable best efforts to obtain “comfort” letters and updates thereof from the independent certified public accountants of the Parent who have certified the financial statements included in such Shelf Registration Statement, addressed to each selling Holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession, in which case an “agreed-upon procedures” letter may be provided if permitted by applicable standards of the accounting profession) and each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (v) indemnification provisions take all such other lawful actions reasonably necessary to expedite and procedures substantially to facilitate the effect set forth disposition by the Holders of their Registrable Shares in Section 2.05 hereof; provided, that, for accordance with the avoidance of any doubt, intended methods therefor provided in the Parent and any of its officers will not be required to participate in any marketing activities in connection with any Shelf Demand Offering or Shelf Resaleprospectus which are customary under the circumstances, including without limitation road shows and conference calls providing reasonable assistance in confirming (assuming the same is true) that a Holder is not an Affiliate of the Parent; provided, however, that such reasonable assistance shall not include in any case the preparation or delivery of an opinion of legal counsel with investors;
(x) deliver respect to each selling any Holder’s status as an Affiliate; provided, further, that upon the request of a Holder, and the managing underwriter(s)in Parent’s sole discretion and at Holder’s sole expense, if any, without charge, as many copies Parent may elect to prepare and deliver such an opinion of the Prospectus or Prospectuses (including each form of Prospectus and any issuer free writing prospectus related to any such Prospectuses) as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and the Parent, subject to Section 2.03(b)(iii), hereby consents to the use of such Prospectus by each of the selling Holders and the managing underwriter(s), if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus;
(xi) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Shelf Registration Statement from and after a date not later than the effective date of such Shelf Registration Statement; and
(xii) use its reasonable best efforts to list, on or prior to the Restriction Termination Date, all Registrable Securities covered by the Shelf Registration Statement on any securities exchange on which any of the Registrable Securities are then listed or traded and to maintain such listing during the Shelf Registration Periodlegal counsel.
Appears in 1 contract
Parent Obligations. Subject In connection with the registration of the Registrable Shares, Parent shall use its commercially reasonable efforts to:
(a) prepare and file a Registration Statement with the SEC which shall comply as to form with the provisions requirements of Sections 2.01, when the Parent is applicable form and include all financial statements required to have an effective shelf registration statement in place that shall permit resales by the Holders SEC to be filed therewith, and use its commercially reasonable efforts to cause each Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of such Registration Statement, amendment or supplement to comply in all material respects with the rules and regulations of the SEC;
(b) furnish to each Holder, (i) as soon as reasonably practicable after the Registration Statement is filed with the SEC, one copy of the Registration Statement, each prospectus forming a part of the Registration Statement, and each amendment or supplement thereto, and (ii) following the effective date of the Registration Statement, such number of copies of the prospectus and all amendments and supplements thereto and such other documents, as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities, the Parent shall:Shares owned by such Holder;
(i) register or qualify the Registrable Shares covered by the Registration Statement under such securities or “Blue Sky” laws of all jurisdictions requiring Blue Sky registration or qualification, (Aii) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission a supplement to the related Prospectus to give effect to the sale of the Registrable Securities by the Holders and in such jurisdictions such amendments (B) furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement; provided that before filing such prospectus supplement, the Parent will furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement proposed to be filed, which will be subject to the reasonable review and comment of such counsel (such review to be conducted with reasonable promptness);
(ii) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission such amendments, including post-effective amendments amendments) and supplements to each Shelf Registration Statement such registrations and the Prospectus used in connection therewith qualifications as may be necessary to comply with maintain the provisions of effectiveness thereof at all times during the Securities Act with respect to the disposition of all securities covered by such Shelf Registration Statement (including the filing of the form of underwriting agreement to be used in connection with a Shelf Demand Offering)Effective Period, and cause the related Prospectus to be supplemented by any prospectus supplement or issuer free writing prospectus as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Shelf Registration Statement in accordance with the intended method or methods of distribution by the Holders;
(iii) in connection with any Shelf Demand Offeringif required by law, use its commercially reasonable efforts to register prepare a supplement or qualify or cooperate with the Holders participating in such Shelf Demand Offering, the managing underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer or sale under the securities or “blue sky laws” of such jurisdictions as such Holder or underwriter shall reasonably request in writing and post-effective amendment to keep each such registration or qualification (or exemption therefrom) effective during the period that such Shelf a Registration Statement is or the related Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, such Prospectus will not contain any untrue statement of a material fact, or omit to state a material fact required to be kept effective and stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (iv) take any all such other action that lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Effective Period, and (v) take all such other lawful actions reasonably necessary or advisable to enable such Holder or underwriter to consummate qualify the disposition Registrable Shares for sale in such jurisdictions of the Registrable Securitiesjurisdictions; provided, except however, that the Parent shall not for any such purpose be required in connection therewith or as a condition thereto to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not otherwise be required to qualify but for the requirements of this paragraph (iii) be obligated to be so qualified, or Section 6.6(c)or (B) take any action that would subject it file a general consent to general service of process in any such jurisdiction where it is not then so subjectjurisdiction;
(ivd) notify in writing cooperate with the Holders who hold Registrable Shares to facilitate the timely preparation and delivery of certificates for the underwritersRegistrable Shares and enable such certificates to be in such denominations or amounts, if anyas the case may be, as the Holders reasonably may request and registered in such names as the Holders may request; and, within three (3) Business Days after the Registration Statement is declared effective by the SEC, deliver and cause legal counsel selected by Parent to deliver to the transfer agent for the Registrable Shares (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel, to facilitate the timely preparation and delivery of such certificates; and
(e) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Shares in accordance with the intended methods therefore provided in the prospectus which are customary under the circumstances, including without limitation providing reasonable assistance in confirming (assuming the same is true) that a Holder is not an “affiliate” of the following events:
(1) Parent within the meaning of the Securities Act; provided, however, that such reasonable assistance shall not include in any case the preparation or delivery of an opinion of legal counsel with respect to any Holder’s status as an “affiliate”; provided, further, that upon the request by the Commission or any other governmental entity for amendments or supplements of a Holder, and in Parent’s sole discretion and at Holder’s sole expense, Parent may elect to the Shelf Registration Statement or related Prospectus or issuer free writing prospectus or for additional information, including the receipt prepare and deliver such an opinion of comments from the Commissionlegal counsel;
(2f) notify each Holder of Registrable Shares promptly, and, if requested by such Holder, confirm such advice in writing, (i) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the Commission SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of the Shelf a Registration Statement or the initiation of any proceedings by any person for that purpose; and
, and (3iii) of the receipt by the Parent happening of any notification with respect to event during the suspension of the qualification or exception from qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose; and
(4) when any supplement to the Prospectus and any amendments to the Prospectus shall have been filed,
(v) (A)notify in writing the Holders, at any time when a Prospectus relating to the sale of Registrable Securities is required to be delivered under the Securities Act, upon discovery period that the Shelf Registration Statement or the Prospectus included therein, as then is in effect, includes an a result of which registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) upon such discovery and at misleading or if the request Parent receives any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdictions or the initiation of any Holder, prepare and file a supplement or amendment to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference or an issuer free writing prospectus related thereto, and furnish to proceeding for such Holder a reasonable number of copies of such Prospectus or document as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) in the event the Parent gives a notice as described in clause (A) above, extend the Two Year Period by the number of days during the period starting on the date such notice is given and ending on the date when all Holders shall receive such a supplemented or amended Prospectus or such Prospectus shall have been filed with the Commissionpurpose;
(vig) use its commercially reasonable best efforts to prevent obtain the issuance withdrawal of any stop order suspending the effectiveness of the Shelf a Registration Statement or of any order preventing or suspending the use of any Prospectus and, if any such order is issued, obtain the withdrawal of such order suspending the effectiveness of such Shelf Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the reasonably earliest practical datepossible time;
(viih) otherwise use reasonable best efforts to comply with cause all applicable rules and regulations of the Commission and any applicable national securities exchange, and make available to the Holders and the underwriters, if any, as soon as reasonably practicable (but not more than 18 months), an earnings statement of the Parent covering the period of at least 12 months, beginning with the first day of the Parent’s first full quarter after the Restriction Termination Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(viii) cooperate with the Holders and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends) representing Registrable Securities Shares to be sold under any Shelf Registration Statement, listed on the New York Stock Exchange and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter(s) or selling Holders may request and keep available and make available to the Parent’s transfer agent prior to the effectiveness of such Shelf Registration Statement a supply of such certificates;
(ix) in connection with any underwritten Shelf Demand Offering, (i) enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and consistent with Parent’s past practice, (ii) make available Parent’s Chief Financial Officer or other appropriate officers for a customary due diligence call and otherwise use its reasonable best efforts to permit the underwriters and Designated Underwriters’ Counsel to timely complete customary due diligence review, (iii) use its reasonable best efforts to furnish customary 10b-5 letters and opinions of counsel to the Parent and updates thereof, addressed to each selling Holder of Registrable Securities and each of the managing underwriter(s), if any, covering the matters customarily covered by 10b-5 statements and such opinions in underwritten offerings, (iv) use its reasonable best efforts to obtain “comfort” letters and updates thereof from the independent certified public accountants of the Parent who have certified the financial statements included in such Shelf Registration Statement, addressed to each selling Holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession, in which case an “agreed-upon procedures” letter may be provided if permitted by applicable standards of the accounting profession) and each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (v) indemnification provisions and procedures substantially to the effect set forth in Section 2.05 hereof; provided, that, for the avoidance of any doubt, the Parent and any of its officers will not be required to participate in any marketing activities in connection with any Shelf Demand Offering or Shelf Resale, including without limitation road shows and conference calls with investors;
(x) deliver to each selling Holder, and the managing underwriter(s), if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus and any issuer free writing prospectus related to any such Prospectuses) as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and the Parent, subject to Section 2.03(b)(iii), hereby consents to the use of such Prospectus by each of the selling Holders and the managing underwriter(s), if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus;
(xi) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Shelf Registration Statement from and after a date not later than the effective date of such Shelf Registration Statement; and
(xii) use its reasonable best efforts to list, on or prior to the Restriction Termination Date, all Registrable Securities covered by the Shelf Registration Statement on any securities exchange on which any securities of the Registrable Securities same class issued by the Company are then listed so qualified or traded listed; and
(i) cooperate and assist in any filings required to maintain such listing during be made with the Shelf Registration PeriodNational Association of Securities Dealers.
Appears in 1 contract
Sources: Merger Agreement (Network Equipment Technologies Inc)
Parent Obligations. Subject to the provisions of Sections Section 2.01, when the Parent is required to have an effective shelf registration statement in place that shall permit resales by the Holders Seller of Registrable Securities, the Parent shall:
(i) (A) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission a supplement to the related Prospectus to give effect to the sale of the Registrable Securities by the Holders and (B) furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement; provided that before filing such prospectus supplement, the Parent will furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement proposed to be filed, which will be subject to the reasonable review and comment of such counsel (such review to be conducted with reasonable promptness);
(ii) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission such amendments, post-effective amendments and supplements to each Shelf Registration Statement and the Prospectus used in connection therewith as may be reasonably requested by Seller as necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Shelf Registration Statement (including the filing of the form of underwriting agreement to be used in connection with a Shelf Demand Offering)Resale, and cause the related Prospectus to be supplemented by any prospectus supplement or issuer free writing prospectus as may be reasonably requested by Seller as necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Shelf Registration Statement in accordance with the intended method or methods of distribution by the HoldersResale;
(iiiii) in connection with any Shelf Demand Offering, use its commercially reasonable efforts to register or qualify or cooperate with the Holders participating in such Shelf Demand Offering, the managing underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer or sale under the securities or “blue sky laws” of such jurisdictions as such Holder or underwriter shall reasonably request in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period that such Shelf Registration Statement is required to be kept effective and to take any other action that may be necessary or advisable to enable such Holder or underwriter to consummate the disposition in such jurisdictions of the Registrable Securities, except that the Parent shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this paragraph (iii) be obligated to be so qualified, or (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;
(iv) notify in writing the Holders and the underwriters, if any, of the following events:
(1) any request by the Commission or any other governmental entity for amendments or supplements to the Shelf Registration Statement or related Prospectus or issuer free writing prospectus or for additional information, including the receipt of comments from the Commission;
(2) the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings by any person for that purpose; and
(3) the receipt by the Parent of any notification with respect to the suspension of the qualification or exception from qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose; and
(4) when any supplement to the Prospectus and any amendments to the Prospectus shall have been filed,
(v) (A)notify in writing the HoldersSeller, at any time when a Prospectus relating to the sale of Registrable Securities is would be required to be delivered under the Securities ActAct relating to a sale of Registrable Securities, upon discovery that the Prospectus included in such Shelf Registration Statement or the Prospectus included thereinStatement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) upon such discovery and at the request of any HolderSeller (but subject to Parent’s right to declare a Suspension Period), prepare and file a supplement or amendment to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference or an issuer free writing prospectus related thereto, and furnish to such Holder a reasonable number of copies Seller an electronic copy of such Prospectus or document as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) in the event the Parent gives a notice as described in clause (A) above, extend the Two Year Period by the number of days during the period starting on the date such notice is given and ending on the date when all Holders shall receive such a supplemented or amended Prospectus or such Prospectus shall have been filed with the Commission;
(viiii) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of any Prospectus and, if any such order is issued, obtain the withdrawal of such any order suspending the effectiveness of such Shelf Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the reasonably earliest practical datedate (but subject to Parent’s right to declare a Suspension Period);
(viiiv) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the Commission and any applicable national securities exchange, and make available to the Holders and the underwriters, if any, its shareholders as soon as reasonably practicable (but not more than 18 months)practicable, an earnings statement of the Parent covering the period of at least 12 months, beginning with the first day of the Parent’s first full quarter after the Restriction Termination Registration Date, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(viiiv) cooperate with the Holders and the managing underwriter(s), if any, Seller to facilitate the timely preparation and delivery of of, at Parent’s option, certificates or book entries (which shall not bear any restrictive legends) representing Registrable Securities to be sold under any Shelf Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter(s) or selling Holders Seller may request and keep available and make available to the Parent’s transfer agent prior to the effectiveness of such Shelf Registration Statement a supply of such certificates;
(ix) in connection with any underwritten Shelf Demand Offering, (i) enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and consistent with Parent’s past practice, (ii) make available Parent’s Chief Financial Officer or other appropriate officers for a customary due diligence call and otherwise use its reasonable best efforts to permit the underwriters and Designated Underwriters’ Counsel to timely complete customary due diligence review, (iii) use its reasonable best efforts to furnish customary 10b-5 letters and opinions of counsel to the Parent and updates thereof, addressed to each selling Holder of Registrable Securities and each of the managing underwriter(s), if any, covering the matters customarily covered by 10b-5 statements and such opinions in underwritten offerings, (iv) use its reasonable best efforts to obtain “comfort” letters and updates thereof from the independent certified public accountants of the Parent who have certified the financial statements included in such Shelf Registration Statement, addressed to each selling Holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession, in which case an “agreed-upon procedures” letter may be provided if permitted by applicable standards of the accounting profession) and each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (v) indemnification provisions and procedures substantially to the effect set forth in Section 2.05 hereof; provided, that, for the avoidance of any doubt, the Parent and any of its officers will not be required to participate in any marketing activities in connection with any Shelf Demand Offering or Shelf Resale, including without limitation road shows and conference calls with investors;
(xvi) deliver to each selling Holder, and the managing underwriter(s), if anySeller, without charge, as many copies an electronic copy of the Prospectus or Prospectuses (including each form of Prospectus and any issuer free writing prospectus related to any such Prospectuses) as such Persons Seller may reasonably request in connection with the distribution of the Registrable Securities; and the Parent, subject to Section 2.03(b)(iii), hereby consents to the use of such Prospectus by each of the selling Holders and the managing underwriter(s), if any, Seller in connection with the offering and sale of the Registrable Securities covered by such Prospectus;; and
(xivii) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Shelf Registration Statement from and after a date not later than the effective date of such Shelf Registration Statement; and
(xii) use its reasonable best efforts to list, on or prior to the Restriction Termination Date, all Registrable Securities covered by the Shelf Registration Statement on any securities exchange on which any of the Registrable Securities are then listed or traded and to maintain such listing during the Shelf Registration Period.
Appears in 1 contract