Registered Offering. In the case of any Offering of Securities that are registered under the Securities Act (“Registered Offering”), you shall provide us with such number of copies of each preliminary prospectus, the Prospectus and any supplement thereto relating to each Registered Offering as we may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) and the applicable Rules and regulations of the Securities and Exchange Commission thereunder. We represent that we are familiar with Rule 15c2-8 under the Exchange Act relating to the distribution of preliminary and final prospectuses and agree that we will comply therewith. We agree to keep an accurate record of our distribution (including dates, number of copies, and persons to whom sent) of copies of the Prospectus or any preliminary prospectus (or any amendment or supplement to any thereof), and promptly upon request by you, to bring all subsequent changes to the attention of anyone to whom such material shall have been furnished. We agree to furnish to persons who receive a confirmation of sale a copy of the Prospectus filed pursuant to Rule 424(b) or Rule 424(c) under the Securities Act. We agree that in purchasing Securities in a Registered Offering we will rely upon no statements whatsoever, written or oral, other than the statements in the Prospectus delivered to us by you. We will not be authorized by the issuer or other seller of Securities offered pursuant to a Prospectus or by any Underwriter to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Securities. We will not use any free writing prospectus, unless consented to by you or authorized expressly in writing to you by the issuer in the Registered Offering.
Registered Offering. The offer and sale of the Shares have been registered on a Form SB-2 registration statement, Registration No. 333-101055 ("Registration Statement"), which Registration Statement has been declared effective by the Securities and Exchange Commission (the "Commission") and the Company has not received notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statements or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statements, either temporarily or permanently, or intends or has threatened in writing to do so. The Company has delivered to Purchaser the prospectus that constitutes a part of the Registration Statement.
Registered Offering. The offer and sale of the Shares have been registered on a Form SB-2 registration statement, Registration No. 333-101055 ("Registration Statement"), which Registration Statement has been declared effective by the Securities and Exchange Commission (the "Commission") and the Company has not received notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statements or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statements, either temporarily or permanently, or intends or has threatened in writing to do so. The Company has delivered to Purchaser by electronic means the prospectus that constitutes a part of the Registration Statement, and Purchaser consents to electronic delivery of the prospectus.
Registered Offering. Promptly following the execution -------------------- and delivery of this Agreement by each of the parties hereto (other than the Financial Institutions) and the Letter of Undertakings by each of the parties thereto, the Company shall file a registration statement under the Securities Act contemplating a registered public offering of, and FT and the Company thereafter promptly shall commence a registered public offering (the "Registered ---------- Offering") pursuant to which FT will offer, on an underwritten basis, no fewer -------- than the Threshold Number of shares of Common Stock. Prior to the filing of such registration statement, FT will cause, and the Company and CCUK will facilitate, the conversion or exchange of such portion of the FT Interest into shares of Common Stock as is necessary to permit FT to consummate the Registered Offering as contemplated by this Agreement. If prior to the commencement of the "road show" for the Registered Offering, developments occur in connection with a proposed private placement, strategic sale or other disposition of all or a portion of the FT Interest that could reasonably be expected to require amendment or supplementation of the registration statement pursuant to which the Registered Offering is being made, then FT may elect to delay the commencement of such "road show". No such election shall affect any other provision of this Agreement or extend any time period set forth herein.
Registered Offering. The offer and sale of the Shares have been registered on a Form S-3 registration statement, Registration No. 333-102351 (“Registration Statement”), which Registration Statement has been declared effective by the Securities and Exchange Commission. When issued against payment therefore, the Shares will be free of any resale restrictions and the certificates representing the Shares will not contain any restrictive legends. The Company shall deliver to Purchaser the prospectus that constitutes a part of the Registration Statement and a prospectus supplement regarding the sale of the Shares pursuant hereto.
Registered Offering. Notwithstanding anything in the foregoing to the contrary, the Company shall be permitted, upon prior written notice to the Buyer, to issue and sell its Common Stock or securities, convertible into its Common Stock in a registered offering (the "Registered Offering"), provided, that the proceeds of such Registered Offering shall be applied solely to redeem the Preferred Stock in accordance with the terms of the Certificate of Designation.
Registered Offering. To the extent the Company elects to effect an Offering by means of a registration under the Securities Act, the Company shall as promptly as practicable prepare, file and use its reasonable commercial efforts to cause to become effective a Registration Statement under the Securities Act relating to any Shares, including any Registrable Securities, contemplated to be issued or sold pursuant to such Offering. In addition, the Company shall use its reasonable commercial efforts to keep such registration statement effective for such time as the Company may deem necessary for the purpose of issuing or selling such Shares, including any Registrable Securities.
Registered Offering. If and to the extent that the managing underwriters shall be of the opinion that such inclusion would not adversely affect the marketing of the Threshold Number of shares of Common Stock to be sold by FT and the Primary Shares to be sold by the Company, FT may elect to register for sale by FT additional shares (the "Additional FT Shares") of Common Stock on the registration statement for the Registered Offering. If the managing underwriters determine during the marketing process or in connection with the pricing of the Registered Offering that it would be advisable to reduce the number of shares of Common Stock offered for sale, such reduction shall be made as follows: First, by reducing the number of Additional FT Shares; and second, by reducing the number of Primary Shares. Any shares of Common Stock or other securities sold pursuant to an overallotment option shall be allocated to the Company until the Company has sold shares of Common Stock (or securities convertible into a number of shares of Common Stock) equal to 7.0 million in the aggregate and thereafter shall be allocated pro rata between the Company and FT based on the number of such shares (or shares issuable upon conversion of any convertible securities), as applicable, sold by each. The Company shall use reasonable efforts to obtain any consents from holders of Equity Securities of the Company that have registration rights as of the date of this Agreement necessary to permit the consummation of the Registered Offering.
Registered Offering. In connection with the Company’s first firm commitment underwritten Registered Offering following the Closing, the Company hereby agrees to take commercially reasonable best efforts to have the managing underwriter agree to allow the Purchasers to participate in such Registered Offering upon the terms and conditions of, and at the price per share offered in, such Registered Offering.
Registered Offering. NW Natural and Purchaser shall as soon as ------------------- practicable, following the date hereof (and in no event later than 60 days from the date hereof) prepare and file with the SEC the Prospectus/Proxy Statement and the Registration Statement. Neither NW Natural nor Purchaser shall be deemed to have breached the immediately preceding sentence if any delay beyond 60 days is caused by any Person other than NW Natural, Purchaser or their legal counsel, but, notwithstanding any such delay, NW Natural and Purchaser shall use their best efforts to effect such filing promptly thereafter. NW Natural and Purchaser shall use their best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and as soon as practicable thereafter mail the Prospectus/Proxy Statement to the shareholders of NW Natural, and, if necessary after the Prospectus/Proxy Statement is mailed, promptly circulate amended supplemental proxy material, and, if required, resolicit proxies. NW Natural and Purchaser shall also use their best efforts to obtain prior to the effective date of the Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the NW Natural Merger and to consummate the other transactions contemplated hereby and will pay all expenses incident thereto.
