Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request: (a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder). (b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction. (e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment. (f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD. (g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. (h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests. (i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. (j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. (k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof. (l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 5 contracts
Sources: Stockholders Agreement (Cable Systems Holding LLC), Investors Agreement (Ipc Information Systems Inc), Investors Agreement (Ipc Information Systems Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, (a) If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Section 5.1, Section 5.2 and Section 5.3 the intended method of disposition thereof Company shall as quickly expeditiously as practicable, and in connection with any such requestreasonably possible:
(ai) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company to effect such registration and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period pursuant to the terms of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, this Agreement; provided, however, that the Company shall may discontinue any registration of its securities which are not have Registrable Securities at any obligation time prior to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing effective date of the registration statementstatement relating thereto; provided, further that within a reasonable time before filing such registration statement or any amendments thereto (including prospectuses or supplements thereto), the Company will furnish to the counsel selected by the Shareholders which are including Registrable Securities in such registration (i“Selling Shareholders”) cause the related prospectus copies of all such documents proposed to be supplemented by any required prospectus supplementfiled, which documents will be subject to the review and comment of such counsel, and as so supplemented such review and comment to be filed pursuant conducted with reasonable promptness and the Company shall not file any such documents to Rule 424 under which the Selling Shareholders (representing a majority of the Registrable Securities Actincluded in such registration) object, in writing, on a timely basis, based on any disclosure included therein that relates to such Selling Shareholders;
(ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable period statement, in each case in accordance with the intended methods terms of disposition this Article V;
(iii) furnish to each Selling Shareholder and each underwriter, if any, of the securities being sold by such Selling Shareholder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the sellers thereof set forth prospectus contained in such registration statement or supplement to such (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (iiias defined in Rule 405 of the Securities Act) promptly notify each (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Selling Shareholder holding and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered owned by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.Selling Shareholder;
(div) The Company will use its reasonable best efforts to (i) register or qualify the such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions in the United States as any Selling Shareholder holding and any underwriter of the securities being sold by such Selling Shareholder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Shareholder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities reasonably owned by such Selling Shareholder, except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in light any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (B) subject itself to taxation in any such Shareholder's intended plan jurisdiction or (C) file a general consent to service of distributionprocess in any such jurisdiction;
(v) requests and (ii) use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market;
(vi) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the Selling Shareholder(s) thereof to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" ;
(vii) in connection with the qualification of the underwriting arrangements with the NASD.an Underwritten Offering, obtain for each Selling Shareholder and underwriter:
(gA) Upon execution an opinion of confidentiality agreements in form and substance reasonably satisfactory to counsel for the Company, covering the Company will matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Shareholder and underwriters, and
(B) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent public accountants who have certified the Company’s financial statements included in such registration statement;
(viii) promptly make available for inspection by any Shareholder and Selling Shareholder, any underwriter participating in any disposition pursuant to a any registration statement being filed by the Company pursuant to this Section 5.04 statement, and any attorney, accountant or other professional agent or representative retained by any such Selling Shareholder or underwriter (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "“Records") ”), as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors and employees to (x) supply all information reasonably requested by any Inspectors such Inspector in connection with such registration statement.statement and (y) be reasonably available for due diligence discussions and sessions (taking into account the Company’s business needs); provided, however, that, the disclosure of such Records may be subject to the execution by such Selling Shareholder or other Inspector of a customary confidentiality agreement in a form which is reasonably satisfactory to the Company;
(hix) The Company will furnish to promptly notify in writing each such Selling Shareholder (if requested by such Shareholder) and to each such underwriterthe underwriters, if any, of the following events:
(A) the filing of the registration statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective;
(B) any request by the SEC or any other Government Entity for amendments or supplements to the registration statement or the prospectus or for additional information;
(C) the issuance by the SEC or any other Government Entity of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; and
(D) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;
(x) notify in writing each Selling Shareholder, at any time when a signed counterpartprospectus relating thereto is required to be delivered under the Securities Act, addressed upon discovery that, or upon the happening of any event as a result of which, the prospectus included in 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 misleading, and, at the request of any Selling Shareholder, promptly prepare and furnish to such underwriter and the participating Shareholdersseller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, of (i) an opinion or opinions of counsel as thereafter delivered to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority purchasers of such Shareholders 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 managing underwriter therefor reasonably requests.statements therein not misleading;
(ixi) The Company will use reasonable best efforts to prevent, and obtain the withdrawal of, any order suspending the effectiveness of such registration statement;
(xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholdersSelling Shareholders, as soon as reasonably practicable, an earnings statement of the Company covering a the period of 12 at least twelve (12) months, but not more than eighteen (18) months, beginning within three months with the first day of the Company’s first full quarter after the effective date of the such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 thereunder;
(jxiii) use its reasonable best efforts to assist Selling Shareholders who made a request to the Company to provide for a third party “market maker” for the Class P Shares;
(xiv) cooperate with the Selling Shareholders and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such Selling Shareholders may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates; and
(xv) in the case of an Underwritten Offering, cause the appropriate officers of the Company to use reasonable best efforts to facilitate all offerings, including with respect to preparing marketing and offering materials, preparing, making presentations at, and otherwise participating in any “road shows” (domestic and foreign) and analysts and rating agencies calls and meetings, as the case may be, and other information meetings and customary marketing activities organized by the underwriters, and otherwise using their reasonable best efforts to cooperate as reasonably requested by the Selling Shareholders and the underwriters in the offering, marketing or selling of the Registrable Securities; provided, that in the case of an Underwritten Offering involving anticipated gross proceeds of at least $500 million (as determined in good faith by the Requesting Shareholders (or the Demand Shareholders who have elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement)), the reference to “the appropriate officers” shall be deemed to include the Chief Executive Officer and the President of the Company. The Company may require each such Selling Shareholder and each underwriter, if any, to promptly furnish the Company in writing to the Company such information regarding each Selling Shareholder or underwriter and the distribution of the such Registrable Securities as the Company may from time to time reasonably request and to complete or amend the information required by such other information as may registration statement.
(b) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be legally required made by or through an underwriter, the Company, if requested by the underwriter, shall enter into an underwriting agreement with a managing underwriter or underwriters in connection with such registrationoffering containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in such underwriting agreements.
(kc) Each such Selling Shareholder agrees that, that upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof5.6(a)(x), such Selling Shareholder will shall forthwith discontinue such Selling Shareholder’s disposition of Registrable Securities pursuant to the applicable registration statement covering such Registrable Securities and prospectus relating thereto until such Selling Shareholder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e5.6(a)(x) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company Company, at the Company’s expense, all copies, other than any permanent file copies copies, then in such Selling Shareholder's possession, ’s possession of the most recent prospectus covering such Registrable Securities current at the time of receipt of such noticenotice relating to such Registrable Securities. In the event that the Company shall give such notice, the Company shall extend the any applicable one hundred twenty (120) day period during which such registration statement must remain effective pursuant to this Agreement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) extended by the number of days during the period from and including the date of the giving of a written notice pursuant to regarding the happening of an event of the kind described in Section 5.04(e5.6(a)(x) hereof to the date when the Company all such Selling Shareholders shall make available to receive such Shareholder a prospectus supplemented or amended to conform prospectus and such prospectus shall have been filed with the requirements of Section 5.04(e) hereofSEC.
(ld) With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:
(i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;
(ii) use reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act, at any time after the Company has become subject to such reporting requirements; and
(iii) furnish to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such holder may request in connection with the sale of Registrable Securities without registration.
(e) The Company will shall use its reasonable best efforts to list such Registrable Securities on take all action necessary or appropriate upon the request of any securities exchange on which Investor Shareholder to ensure that Class A Shareholders are, from and after the Common Stock is then listed or on NASDAQ if date hereof, able to convert their Class A Shares into Class P Shares in a timely manner in order to permit the Common Stock is then quoted on NASDAQ not later than the effective date timely Transfer of such registration statement.Class P Shares (to the extent Class P Shares could otherwise then be Transferred if they were already outstanding), as contemplated by the Charter, and shall not take or cause to be taken (including through the Company’s transfer agent) any action inconsistent with the foregoing. Without limiting the generality of the foregoing, the Company shall comply with all applicable securities or other laws in connection with the foregoing, and take all reasonable action necessary or appropriate to restructure the Shares at the request of the Investor Shareholders holding a majority of the Total Voting Power held by the Investor Shareholders at such time in the event that any applicable law adversely affects the ability of Class A Shareholders to convert Class A Shares into Class P Shares in a timely manner in order to permit the timely Transfer of such Class P Shares (to the extent Class P Shares could otherwise then be Transferred if they were already outstanding), as contemplated by the Charter; provided, that in such event, the Company shall not be required to take any action pursuant to this Section 5.6(e) that would result in the failure following such restructuring to preserve in all material respects the economic and other rights (including conversion, Transfer, distribution, and governance rights as set forth in the Charter, the Bylaws and this Agreement) and characteristics and tax treatment, including on a relative basis, of the Investor Shareholders, the Class A Shares, the Class B Shares, the Class C Shares and the Class P Shares, as they exist immediately
Appears in 5 contracts
Sources: Shareholder Agreement, Shareholder Agreement (Kinder Morgan, Inc.), Shareholder Agreement (Kinder Morgan, Inc.)
Registration Procedures. Whenever Shareholders request the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject to the provisions of such Sections, PRGX will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof thereof, and pursuant thereto PRGX will as quickly expeditiously as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare Prepare and file with the SEC Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities on any Form S-1 or Form S-3 (as appropriate) or a successor form selected if PRGX is eligible to use such form, or on such substitute form reasonably chosen by counsel for the Company and which form shall be available for the sale PRGX if it is not so eligible, as soon as practicable, but no later than sixty (60) days from receipt of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereofrequest, and use its reasonable best efforts to cause such filed registration statement to become effective as soon as practicable after filing; provided, however, that PRGX shall have no obligation to include securities in a registration statement pursuant to Article II if that registration statement is withdrawn for any reason; and
(b) Notify each Holder of the effectiveness of each registration statement filed hereunder and remain prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period until that date when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of not less than 180 days (the applicable prospectus delivery period) or such shorter period as PRGX may notify the Holders in which all the case of a Registration under Article II, and comply with the provisions of the Registrable Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the Holders included intended methods of disposition by the sellers thereof set forth in such registration statement shall have actually been sold thereunder).statement, and furnish, without charge, to each seller of Registrable Securities, in accordance with Section 9.1 hereof, copies of all correspondence between PRGX and the SEC relating to such registration; and
(bc) The Company willFurnish, if requestedwithout charge, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder seller of Registrable Securities and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if anyin accordance with Section 9.1 hereof, such number of copies of such registration statementstatement (including all exhibits), each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein)thereto, the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act and such other documents as such Shareholder or underwriter seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder seller; and
(d) Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as the sellers or any managing underwriter shall have request, to keep such registration or qualification in effect for so long as the right registration statement is in effect and do any and all other acts and things which may be reasonably necessary or advisable to request enable such sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned by such sellers (provided that PRGX will not be required to qualify generally to do business or file any general consent to service of process in any jurisdiction where it would not otherwise be required to qualify or file but for this subparagraph); and
(e) Use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the Company modify sellers of such Registrable Securities to consummate the disposition of such Registrable Securities; and
(f) Notify each seller of such Registrable Securities promptly at any information contained time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain statement contains an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
misleading in light of the circumstances then existing, and subject to Article I(c) hereof, prepare and file as soon as practicable with the SEC, but in no event later than thirty (c30) After days after awareness of such event, and promptly notify each Holder of Registrable Securities of the filing of the registration statementof, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or a supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such or an amendment to the registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification light of the underwriting arrangements with circumstances under which they were made and in the NASD.case of an amendment to the registration statement, use reasonable best efforts to cause it to become effective as soon as possible; and
(g) Promptly notify each Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; and (iii) of the receipt by PRGX of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and
(h) Upon execution receipt of such confidentiality agreements in form and substance as PRGX may reasonably satisfactory to the Companyrequest, the Company will make reasonably available for inspection by any Shareholder and seller of such Registrable Securities covered by such registration statement, by any underwriter underwriter, if any, participating in any disposition to be effected pursuant to a such registration statement being filed and by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional agent retained by any such Shareholder seller or underwriter (collectively, the "Inspectors")any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonPRGX, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors such seller, underwriter, attorney, accountant or agent in connection with such registration statement.statement in order to permit them to exercise their due diligence responsibility; and
(hi) The Company will furnish Promptly prior to each the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such Shareholder (if requested by registration statement) and which contains information regarding the selling Holders, provide copies of such Shareholder) document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, and make such changes in such document concerning the selling Holders prior to the filing thereof as counsel for such selling Holders or underwriters may reasonably request; and
(j) Furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto (which may be a photocopy or conformed copy of such signed document), excluding all documents incorporated therein by reference and all exhibits; and
(k) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (i) a copy of an opinion or opinions, dated such date, of the counsel representing PRGX for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountant of PRGX, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public officering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;
(l) Use its best efforts to cooperate with the Holders requesting registration of Registrable Securities pursuant to this Agreement in the disposition of the Registrable Securities covered by such registration statement, including without limitation in the case of an underwritten offering, causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a "road show" scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering;
(m) Cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, a signed counterpartto facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, addressed and cause such Registrable Securities to be issued in such underwriter denominations and registered in such names in accordance with the participating Shareholders, underwriting agreement prior to any sale of (i) an opinion or opinions of counsel Registrable Securities to the Company and (ii) a comfort letter or comfort letters from underwriters or, if not an underwritten offering, in accordance with the Company's independent public accountants, each in customary form and covering such matters written instructions of the type customarily covered by opinions or comfort letters, as the case may be, as a majority selling holders of such Shareholders or the managing underwriter therefor reasonably requests.Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(in) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations In the event of the SEC and issuance of any stop order suspending the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering effectiveness of a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy or the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt initiation of any notice from the Company of the happening proceeding for such purpose, or of any event order suspending or preventing the use of any related prospectus or suspending the kind described qualification of any common stock included in Section 5.04(esuch registration statement for sale in any jurisdiction, PRGX will promptly notify each seller of such order, and subject to Article I(c) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list promptly obtain the withdrawal of such order; and
(o) If the offering is to be underwritten, enter into any necessary agreements in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements); and
(p) Cause all such Registrable Securities registered pursuant hereto to be listed on any each securities exchange or other quotation service on which the Common Stock is similar securities issued by PRGX are then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ listed; and
(q) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration statementregistration.
Appears in 5 contracts
Sources: Registration Rights Agreement (PRG Schultz International Inc), Registration Rights Agreement (PRG Schultz International Inc), Stock Purchase Agreement (Blum Capital Partners Lp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject to is required by the provisions of such Sections, this Agreement to use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company shall, as expeditiously as possible (but, in any event, within 60 days after a Demand Registration Request in the case of Section 2.4(a) below), in connection with the Registration of the Registrable Securities and, where applicable, a takedown off of a shelf registration statement:
(a) prepare and file with the sale SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof, and in connection with any such request:
which registration form (ai) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form shall be selected by counsel for the Company and which form shall (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to form in all material respects with the requirements of the applicable registration form and include all financial statements required by the SEC to be registered thereunder in accordance with the intended method of distribution thereoffiled therewith, and the Company shall use its reasonable best efforts to cause such filed registration statement to become effective and remain continuously effective for a period from the date such registration statement is declared effective until the earliest to occur (i) the first date as of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such the registration statement shall have actually been sold thereunder).
or (bii) The Company willa period of 90 days in the case of an underwritten offering effected pursuant to a registration statement other than a shelf registration statement and a period of three years in the case of a shelf registration statement (provided, if requestedhowever, prior to that before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, the Company will furnish to one counsel for the Holders participating in the planned offering (selected by the Majority Participating Holders) and to one counsel for the Manager, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel (provided that the Company shall be under no obligation to make any changes suggested by the Holders), and the Company shall not file any registration statement or amendment thereto, any prospectus or supplement theretothereto or any free writing prospectus related thereto to which the Majority Participating Holders or the underwriters, furnish if any, shall reasonably object);
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement continuously effective for the period set forth in Section 2.4(a) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (and, in connection with any shelf registration statement, file one or more prospectus supplements covering Registrable Securities upon the request of one or more Holders wishing to offer or sell Registrable Securities whether in an underwritten offering or otherwise);
(c) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the Manager of such offering;
(d) furnish, without charge, to each Shareholder Participating Holder and each underwriter, if any, of the Registrable Securities securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinexhibits), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) ), any other prospectus filed under Rule 424 under the Securities Act and such each free writing prospectus utilized in connection therewith, in each case, in conformity with the requirements of the Securities Act, and other documents documents, as such Shareholder or seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that seller (the Company modify any information contained hereby consenting to the use in accordance with all applicable law of each such registration statement, statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto pertaining to thereto) or free writing prospectus by each such Shareholder Participating Holder and the Company shall use its reasonable best efforts to comply underwriters, if any, in connection with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing offering and sale of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.prospectus);
(de) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or state “blue sky sky” laws of such jurisdictions in the United States as any Shareholder holding such sellers of Registrable Securities or any managing underwriter, if any, shall reasonably (request in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company writing, and do any and all other acts and things that which may be reasonably necessary or advisable to enable such Shareholder sellers or underwriter, if any, to consummate the disposition of the Registrable Securities owned by in such Shareholder; provided jurisdictions (including keeping such registration or qualification in effect for so long as such registration statement remains in effect), except that in no event shall the Company will not be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where it would not otherwise not, but for the requirements of this paragraph (e), be required to qualify but for this paragraph (d)be so qualified, (B) to subject itself to taxation in any such jurisdiction or (C) to consent to general service of process in any such jurisdiction.;
(ef) The Company will immediately promptly notify each Shareholder holding such Registrable Securities covered by such Participating Holder and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration statement or any free writing prospectus has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the registration statement or any amendment thereto, the prospectus related thereto or any supplement thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time when the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement supplemented or amendment to such prospectus amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with in the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification light of the underwriting arrangements with the NASD.circumstances under which they were made not misleading;
(g) Upon execution of confidentiality agreements in form comply (and substance reasonably satisfactory continue to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"comply) as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC (including, without limitation, maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) in accordance with the relevant state blue sky commissionsExchange Act), and make generally available to its securityholderssecurity holders, as soon as reasonably practicablepracticable after the effective date of the registration statement (and in any event within 45 days, or 90 days if it is a fiscal year, after the end of such 12 month period described hereafter), an earnings statement (which need not be audited) covering a the period of at least 12 months, consecutive months beginning within three months with the first day of the Company’s first fiscal quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 thereunder;
(jh) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(ki) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e(A) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering cause all such Registrable Securities until covered by such Shareholder's receipt of registration statement to be listed on the copies of principal securities exchange on which similar securities issued by the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, andCompany are then listed (if any), if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, listing of the most recent prospectus covering such Registrable Securities at is then permitted under the time of receipt rules of such notice. In exchange, or (B) if no similar securities are then so listed, to cause all such Registrable Securities to be listed on a national securities exchange and, without limiting the event generality of the foregoing, take all actions that may be required by the Company shall give as the issuer of such notice, Registrable Securities in order to facilitate the Company shall extend managing underwriter’s arranging for the period during which registration of at least two market makers as such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available with respect to such Shareholder a prospectus supplemented or amended shares with FINRA, and (ii) comply (and continue to conform comply) with the requirements of Section 5.04(e) hereof.any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(li) The Company will use its reasonable best efforts provide and cause to list be maintained a transfer agent and registrar for all such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ covered by such registration statement not later than the effective date of such registration statement.;
(j) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Majority Participating Holders or the underwriters shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders of the Registrable Securities which are to be distributed by any underwriters shall be parties to any such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters);
(k) use its reasonable best efforts (i) to obtain an opinion from the Company’s counsel and a comfort letter and updates thereof from the Company’s independent public accountants who have certified the Company’s financial statements included or incorporated by reference in such registration statement, in each case, in customary form and covering such matters as are customarily covered by such opinions and comfort letters (including, in the case of such comfort letter, events subsequent to the date of such financial statements) delivered to underwriters in underwritten public offerings, which opinion and letter shall be dated the dates such opinions and comfort letters are customarily dated and otherwise reasonably satisfactory to the underwriters, if any, and to the Majority Participating Holders, and (ii) furnish to each Holder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such underwriter;
(l) deliver promptly to counsel for each Participating Holder and to each managing underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by counsel for each Participating Holder, by counsel for any underwriter, participating in any disposition to be effected pursuant to such registration statement and by any accountant or other agent retained by any Participating Holder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such counsel for a Participating Holder, counsel for an underwriter, accountant or agent in connection with such registration statement;
(m) use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of the registration statement, or the prompt lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction;
(n) provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;
(o) use its best efforts to make available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in marketing the Registrable Securities in any underwritten offering;
(p) prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement), and prior to the filing of any free writing prospectus, provide copies of such document to counsel for each Participating Holder and to each managing underwriter, if any, and make the Company’s representatives reasonably available for discussion of such document and make such changes in such document concerning the Participating Holders prior to the filing thereof as counsel for the Participating Holders or underwriters may reasonably request;
(q) furnish to counsel for each Participating Holder and to each managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments or supplements thereto, including financial statements and schedules, all documents incorporated therein by reference, the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus), any other prospectus filed under Rule 424 under the Securities Act and all exhibits (including those incorporated by reference) and any free writing prospectus utilized in connection therewith;
(r) cooperate with the Participating Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement at least three Business Days prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Participating Holders at least three Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof;
(s) cooperate with any due diligence investigation by any Manager, underwriter or Participating Holder and make available such documents and records of the Company and its Subsidiaries that they reasonably request (which, in the case of the Participating Holder, may be subject to the execution by the Par
Appears in 4 contracts
Sources: Registration Rights Agreement (Colby Michael C.), Registration Rights Agreement (Jones Mark Evan), Registration Rights Agreement (Goosehead Insurance, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration of any Registrable Securities under the 1933 Act as provided herein, the Company covenants that:
(a) before filing a Registration Statement (which for purposes of this Section 4.4 includes any Shelf Registration Statement) or any amendments or supplements thereto, the Company will furnish to the Shareholder Parties and their respective Representatives copies of all such documents proposed to be filed, which documents will be subject to their review and reasonable comment, and other documents reasonably requested by any Shareholder Party, including any comment letter from the SEC, and, if requested, provide the Shareholder Parties and their respective Representatives reasonable opportunity to participate in the preparation of such documents proposed to be filed and such other opportunities to conduct a reasonable investigation within the meaning of the 1933 Act, including reasonable access to the Company’s officers, accountants and other advisors;
(b) subject to terms and conditions of this Article IV, the Company will prepare and file with the SEC a Registration Statement with respect to such Registrable Securities on any form for which the Company then qualifies or which counsel for the Company in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate and which form will be available for the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method methods of distribution thereof, and use its reasonable best efforts to cause such filed registration statement Registration Statement to become and remain effective for a the period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior referred to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder accordance with this Article IV and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities 1933 Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during Registration Statement;
(c) the applicable Company will prepare and file with the SEC or other Governmental Authority having jurisdiction such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective continuously for the period referred to in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.this Article IV;
(d) The if requested by the managing underwriter(s), if any, or any Shareholder Party, the Company will use promptly prepare a prospectus supplement or post-effective amendment and include in such prospectus supplement or post-effective amendment such information as the lead managing underwriter(s), if any, and any Shareholder Party may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as expeditiously as possible after the Company has received such request;
(e) the Company will furnish to the managing underwriter(s), if any, and the Shareholder Parties such number of copies, without charge, of such Registration Statement, each amendment and supplement thereto, including each preliminary prospectus, final prospectus, any other prospectus (including any prospectus filed under Rule 424, Rule 430A or Rule 430B under the 1933 Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the 1933 Act), all exhibits and other documents filed therewith and such other documents as any Shareholder Party may reasonably request including in order to facilitate the disposition of its reasonable best efforts to Registrable Securities;
(if) the Company will register or qualify the such Registrable Securities covered by such registration statement under such other securities or blue sky laws Laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities Party or managing underwriter(s), if any, reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or reasonably advisable to enable such each Shareholder Party to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Shareholder; Shareholder Party, provided that the Company will not be required to (Ai) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d)subsection, (Bii) subject itself to taxation in any such jurisdiction jurisdiction, or (Ciii) consent to general service of process in any such jurisdiction.;
(eg) The the Company will immediately notify each the Shareholder holding such Registrable Securities covered by such registration statement, Parties at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities 1933 Act, upon discovery that, or upon the discovery of the occurrence happening of any event as a result of which, the prospectus contains an event requiring untrue statement of a material fact or omits any fact necessary to make the preparation statements therein not misleading in the light of the circumstances under which they were made, and, as soon as reasonably practicable, prepare and furnish to the Shareholder Parties a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;
(h) the Company will notify the Shareholder Parties (i) when such Registration Statement or the prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or other Governmental Authority for amendments or supplements to such Registration Statement or to amend or to supplement such prospectus or for additional information, and promptly prepare (iii) of the issuance by the SEC or other Governmental Authority of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for any of such purposes;
(i) the Company will cause all such Registrable Securities (other than Class A Preferred Shares) to be listed on each securities exchange on which similar securities issued by the Company are then listed, if applicable;
(j) the Company will provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;
(k) the Company will make available for inspection by the Shareholder Parties and their counsel, any underwriter participating in any disposition pursuant to each such Registration Statement and any attorney, accountant or other agent retained by any Shareholder Party or any underwriter, all financial and file with other books and records, pertinent corporate documents and documents relating to the SEC any such supplement or amendment.
(f) In connection with any Demand Registration business of the Company and customarily provided in a secondary offering, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the CSH Shareholdersany Shareholder Party or any underwriter, the Company shall appoint the underwriter attorney, accountant or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" agent in connection with such Registration Statement, provided that it will be a condition to such inspection and receipt of such information that the qualification of the underwriting arrangements with the NASD.
inspecting Person (gi) Upon execution of enter into a confidentiality agreements agreement in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) agree to use commercially reasonable efforts to minimize the disruption to the Company’s business in connection with the foregoing;
(l) the Company will, if requested, obtain a comfort “comfort” letter or comfort letters from the Company's ’s independent public accountantsaccountants in customary form and covering matters of the type customarily covered by “comfort” letters as any Shareholder Party reasonably requests;
(m) the Company will, each if requested, obtain a legal opinion and “10b-5” disclosure letter of the Company’s outside counsel in customary form and covering such matters of the type customarily covered by legal opinions or comfort letters“10b-5” disclosure letters of such nature and reasonably satisfactory to the requesting Shareholder Party, which opinion or “10b-5” disclosure letter will be addressed to any underwriters and such Shareholder Party;
(n) the Company will, if applicable, reasonably cooperate with the Shareholder Parties and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, and any other agencies or authorities as may be reasonably necessary to enable the Shareholder Parties to consummate the disposition of such Registrable Securities;
(o) the Company will enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and use its reasonable best efforts to take all such other actions reasonably requested by any Shareholder Party therewith (including those reasonably requested by the managing underwriter(s), if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten Public Offering, (i) make such representations and warranties to the Shareholder Parties and the underwriters, if any, with respect to the business of the Company, and the Registration Statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the same if and when requested, (ii) to the extent an underwriting agreement or similar agreement is entered into, provide an indemnity to the Shareholder Parties and the underwriters in form, scope and substance as is customary in underwritten offerings, and (iii) deliver such documents and certificates as reasonably requested by any Shareholder Party and the lead managing underwriters(s), if any, to evidence the continued validity of the representations and warranties made pursuant to sub-clause (i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company, in each case as and to the extent required thereunder;
(p) the Company will use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement filed pursuant to this Article IV, 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 earliest reasonable practicable date, provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction; and
(q) the Company will endeavor in good faith to have appropriate officers of the Company prepare and make presentations at a reasonable and customary number of “road shows” and before analysts and rating agencies, as the case may be, as a majority of such Shareholders or and other information meetings reasonably organized by the managing underwriter therefor reasonably requests.
(i) The Company will underwriters and otherwise use its reasonable best efforts to comply with all applicable rules and regulations of cooperate as reasonably requested by the SEC Shareholder Parties and the relevant state blue sky commissionsunderwriters in the offering, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution marketing or selling of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registrationSecurities.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 4 contracts
Sources: Shareholder Agreement (Westinghouse Air Brake Technologies Corp), Shareholder Agreement (Westinghouse Air Brake Technologies Corp), Shareholder Agreement (Transportation Systems Holdings Inc.)
Registration Procedures. Whenever Shareholders request that any If and whenever the Company is required by the provisions of Section 11(a) or 11(b) to effect the registration of Registrable Stock under the Securities be registered pursuant to Section 5.01 or 5.02 hereofAct, the Company will, subject to the provisions of such Sectionsat its expense, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in expeditiously as possible:
(i) In accordance with the intended method Securities Act and the rules and regulations of disposition thereof as quickly as practicablethe Commission, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC Commission a registration statement on any the form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities registration statement appropriate with respect to be registered thereunder in accordance with the intended method of distribution thereof, such securities and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of until the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities securities covered by such registration statement copies of have been sold, and prepare and file with the Commission such amendments to such registration statement and supplements to the prospectus contained therein as proposed may be necessary to keep such registration statement effective and such registration statement and prospectus accurate and complete until the securities covered by such registration statement have been sold;
(ii) If the offering is to be filedunderwritten, in whole or in part, enter into a written underwriting agreement with the holders of the Registrable Stock participating in such offering and thereafter the Company will furnish underwriter in form and substance reasonably satisfactory to the managing underwriter of the public offering and the holders of the Registrable Stock participating in such Shareholder offering;
(iii) Furnish to the holders of securities participating in such registration and underwriter, if any, to the underwriters of the securities being registered such reasonable number of copies of such the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the preliminary prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter underwriters and holders may reasonably request in order to facilitate the disposition public offering of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use securities;
(iv) Use its reasonable best efforts to comply register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating holders and underwriters may reasonably request.
(v) Notify the holders participating in such registration, promptly after it shall receive notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(vi) Notify such holders promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information;
(vii) Prepare and file with the Commission, promptly upon the request of any such requestholders, providedany amendments or supplements to such registration statement or prospectus which, howeverin the opinion of counsel for such holders, that is required under the Company shall not have Securities Act or the rules and regulations thereunder in connection with the distribution or the Registrable Stock by such holders;
(viii) Prepare and promptly file with the Commission, and promptly notify such holders of the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any obligation statements or omissions if, at the time when a prospectus relating to so modify such securities is required to be delivered under the Securities Act, any information if so doing would cause event has occurred as the result of which any such prospectus to contain or any other prospectus is then in effect may include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.;
(cix) After In case any of such holders or any underwriter for any such holders is required to deliver a prospectus at a time when the filing prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations of the Commission, prepare promptly upon request such amendments or supplements to such registration statement, the Company will (i) cause the related statement and such prospectus as may be necessary in order for such prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions requirements of the Securities Act and such rules and regulations;
(x) Advise such holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(xi) If requested by the managing underwriter or underwriters or a holder of Registrable Stock being sold in connection with an underwritten offering, immediately incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters and the holders of a majority of the Registrable Stock being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Stock, including information with respect to the disposition Registrable Stock being sold to such underwriters, the purchase price being paid for by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Stock to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(xii) Cooperate with the selling holders of Registrable Stock and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Stock to be sold and not bearing any restrictive legends; and enable such Registrable Stock to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of Registrable Securities covered by such registration statement during to the applicable period in accordance with underwriters;
(xiii) Prepare a prospectus supplement or post-effective amendment to the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such the related prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions document incorporated therein by reference or file any other required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus documents so that, as thereafter delivered to the purchasers of such the Registrable SecuritiesStock, such the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.misleading;
(fxiv) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter Enter into customary such agreements (including an underwriting agreement in customary formagreement) and take all such other actions as are reasonably required in connection therewith in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities and in such connection, including whether or not an underwriting agreement is entered into and whether or not the engagement registration is an underwritten registration:
(A) make such representations and warranties to the holders of a "qualified independent underwriter" such Registrable Stock and the underwriters, if any, in connection form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings;
(B) If an underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures of Section 11(e) hereof with respect to all parties to be indemnified pursuant to said Section; and
(C) The Company shall deliver such documents and certificates as may be requested by the holders of the majority of the Registrable Stock being sold and the managing underwriters, if any, to evidence compliance with the qualification terms of this Section 11(c) and with any customary conditions contained in the underwriting arrangements with agreement or other agreement entered into by the NASD.Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extend required thereunder;
(gxv) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make Make available for inspection by any Shareholder and a representative of the holders of a majority of the Registrable Stock, any underwriter participating in any disposition pursuant to a registration statement being filed statement, and any attorney or accountant retained by the Company pursuant to this Section 5.04 and any attorney, accountant sellers or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors")underwriter, all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCompany, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors such representative, underwriter, attorney or accountant in connection with such the preparation of the registration statement.; provided, that any records, information or documents that are designated by the Company in writing as confidential shall be kept confidential by such persons unless disclosure of such records, information or documents is required by court or administrative order;
(hxvi) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and make generally available to its securityholdersthe Company's security holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy earning statements satisfying the provisions of Section 11(a) of the Securities Act., no later than forty-five (45) days after the end of any twelve (12) month period (or ninety (90) days, if such a period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Stock is sold to underwriters in an underwritten offering, or, if not sold to underwriters in such an offering, (ii) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the registration statement;
(jxvii) The Not file any amendment or supplement to such registration statement or prospectus to which a majority in interest of such holders has objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least five (5) business days prior to the filing thereof; provided, however, that the failure of such holders or their counsel to review or object to any amendment or supplement to such registration statement or prospectus shall not affect the rights of such holders or any controlling person or persons thereof or any underwriter or underwriters therefor under Section 11(e) hereof; and
(xviii) At the request of any such holder (i) furnish to such holder on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement; an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the holder or holders making such request, covering such matters with respect to the registration statement, the prospectus and each amendment or supplement thereto, proceedings under state and federal securities laws, other matters relating to the Company, the securities being registered and the offer and sale of such securities as are customarily the subject of opinions of issuer's counsel provided to underwriters in underwritten public offerings, and such opinion of counsel shall additionally cover such legal and factual matters with respect to the registration as such requesting holder or holders may require reasonably request, and (ii) use its best efforts to furnish to such holder letters dated each such Shareholder to promptly furnish in writing effective date and such closing date, from the independent certified public accountants of the Company, addressed to the Company information regarding underwriters, if any, and to the distribution holder or holders making such request, stating that they are independent certified public accountants within the meaning of the Registrable Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, that in the opinion of such accountants the financial statements and other financial data of the Company may from time to time reasonably request included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act, and additionally covering such other financial matters, including information as may be legally required in connection to the period ending immediately prior to the date of such letter with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant respect to the registration statement covering and prospectus, as such Registrable Securities until such Shareholder's receipt of the copies of the supplemented requesting holder or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofholders may reasonably request.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 4 contracts
Sources: Warrant Agreement (Woodbourne Partners L P), Warrant Agreement (Allied Healthcare Products Inc), Warrant Agreement (Allied Healthcare Products Inc)
Registration Procedures. Whenever Shareholders Upon receipt of a request that any for registration of Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofSECTION 9(a), the Company willwill thereupon use its best efforts to effect the registration of the Registrable Securities that are the subject of such request as expeditiously as possible, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, SECTION 9
(a) and in connection with any such requesttherewith:
(ai) The Company will as expeditiously as possible prepare and file with the SEC Commission a registration statement on any form selected by for which the Company then qualifies and which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof; the Company will include in such registration statement all information that any holder of such Registrable Securities (collectively, the "Participating Holders") shall reasonably request for the purpose of conforming such registration statement to the requirements of applicable law or of correcting any material misstatement or omission therein; and the Company will use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of until the Registrable Securities of the Holders included in securities covered by such registration statement shall have actually been are sold thereunder)but not for more than 180 days.
(bii) The Company will, if requested, prior Prior to filing a such registration statement or prospectus or any amendment or supplement thereto, the Company will furnish to the Participating Holders, their counsel and to each Shareholder and each managing underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filedthereof, and thereafter the Company will furnish to such Shareholder the Participating Holders, their counsel and to each managing underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), ) in the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder the Participating Holders, their counsel or any managing underwriter may reasonably request in order to facilitate the disposition sale of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingSecurities.
(ciii) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement Participating Holder of any stop order issued or or, to the Company's knowledge, threatened to be issued by the SEC or any state securities commission under state blue sky laws Commission and take all reasonable actions required as soon as reasonably practicable to prevent the entry of such stop order or to remove it if entered.
(div) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered to be offered by such registration statement the Participating Holders for offer and sale under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities Participating Holder shall reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholderrequest; provided PROVIDED that the Company will not be required to (Ax) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (div), (By) subject itself to taxation in any such jurisdiction or (Cz) consent to general service of process in any such jurisdiction.
(ev) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at At any time when a prospectus relating thereto to a sale of Registrable Securities is required by law to be delivered under in connection with sales by an underwriter or dealer, the Securities Act, Company will promptly notify each Participating Holder of the occurrence of an any event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading, and the Company will promptly prepare and make available to each such Shareholder Participating Holder and file with to the SEC underwriters any such supplement or amendment. Upon receipt of any notice from the Company of the occurrence of any event of the kind described in the preceding sentence, the Warrant Holder will forthwith discontinue the offer and sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until receipt by the Warrant Holder and the underwriters of the copies of such supplemented or amended prospectus and, if so directed by the Company, the Warrant Holder will deliver to the Company all copies, other than permanent file copies then in the Warrant Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Company shall give such notice, the 180-day period during which such registration statement is required to be maintained effective as provided in SECTION 9(e)(i) shall be extended by the number of days during the period from and including the date of the giving of such notice to the date when the Company shall make available to the Warrant Holder such supplemented or amended prospectus.
(fvi) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary formform if the offering is to be underwritten) and take such other actions as are reasonably required in order to expedite or facilitate the disposition sale of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(hvii) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and will make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a10(a) of the Securities ActAct and the rules and regulations of the Commission thereunder.
(jviii) The Company will use its best efforts to cause all Registrable Securities registered pursuant to this SECTION 9 to be listed on each securities exchange on which securities issued by the Company of the same class as such Registrable Securities are then listed or to cause such Registrable Securities to be quoted on The Nasdaq National Market System if other securities issued by the Company of the same class are quoted thereon.
(iviii) The Company will promptly notify each Participating Holder and the managing underwriter or underwriters, if any, (A) when the registration statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (B) of any request by the Commission for any amendment or supplement to the registration statement or the prospectus or for additional information; and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws or any jurisdiction or the initiation or threat of any proceeding for such purpose.
(ix) The Company will make available for inspection by a representative of a Participating Holder, by any underwriter participating in any disposition pursuant to the registration and by any attorney or account retained by a Participating Holder or underwriters (each, an "Inspector") such financial and other records, pertinent corporate documents and properties of the Company as the Company may reasonably request (the "Records"), and the Company will cause the officers, directors and employees of the Company to supply all information reasonably requested by any such Inspector in connection with such registration.
(x) The Company may require each such Shareholder any Participating Holder to promptly furnish in writing to the Company such information regarding the Participating Holder, as the case may be, the plan of distribution of the Registrable Securities and other information as may be legally required as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registrationwriting.
(kxi) Each such Shareholder agrees that, upon receipt of any notice from As a condition to the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition inclusion of Registrable Securities owned by any Participating Holder in a registration pursuant to Section 9(a), each such Participating Holder shall, if reasonably requested by the registration statement covering such Registrable Securities until such Shareholder's receipt Company or by the representative(s) of the copies of the supplemented or amended prospectus contemplated by Section 5.04(eunderwriters (if any) hereoffor such registered offering, and, if so directed by the Company, such Shareholder will agree to deliver to the Company all copiesand such representative(s) a legal opinion of such holder's counsel, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at matters customarily requested of selling shareholders in connection with a public offering of shares as the time of receipt Company or such representative(s) may reasonably request and in a form reasonably satisfactory to the Company or such representative(s), upon the closing of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofoffering.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 4 contracts
Sources: Warrant Agreement (Kellstrom Industries Inc), Warrant Agreement (Kellstrom Industries Inc), Warrant Agreement (Kellstrom Industries Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, the Company will5.02, subject to the provisions of such Sections, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and and, in connection with any such request:
(a) The Company will shall as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days days, or in the case of a shelf registration statement, one year (or such shorter period in which all of the Registrable Securities of the Holders Registering Shareholders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will shall furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, provided that the Company shall not have any obligation so to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and and, as so supplemented supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers Registering Shareholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions in the United States as any Registering Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's ’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; , provided that the Company will shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 5.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will shall immediately notify each Registering Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(fi) The Institutional Shareholders shall have the right, in their sole discretion, to select an underwriter or underwriters in connection with any Public Offering resulting from the exercise by the Institutional Shareholders of a Demand Registration which underwriter or underwriters may include an Affiliate of an Institutional Shareholder and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Demand Registration requested by the CSH ShareholdersPublic Offering, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities in any such Public Offering, including the engagement of a "“qualified independent underwriter" ” in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will shall make available for inspection by any Registering Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "“Records"”) as shall be reasonably requested by any such Personnecessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Registering Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(h) The Company will shall furnish to each such Registering Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating ShareholdersShareholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountants, each in customary form and covering such matters of the type kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement or such other document covering a period of 12 twelve months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities ActAct and Rule 158 thereunder.
(j) The Company may require each such Registering Shareholder promptly to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Registering Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof), such Shareholder will shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof), and, if so directed by the Company, such Shareholder will shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder's ’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof).
(l) The Company will shall use its reasonable best efforts to list such all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Common Stock is Registrable Securities are then listed or on NASDAQ if traded.
(m) The Company shall have appropriate officers of the Common Stock is then quoted on NASDAQ Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.
(n) The Company will provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by a registration statement from and after a date not later than the effective date of such registration statement.
Appears in 4 contracts
Sources: Shareholder Agreement, Shareholders Agreement (Ntelos Holdings Corp), Shareholders Agreement (Ntelos Holdings Corp)
Registration Procedures. Whenever Shareholders the Stockholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject to the provisions of such Sections, will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company will as quickly expeditiously as reasonably practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and (within, in the case of a Long-Form Registration, forty-five (45) days, or, in the case of a Short-Form Registration, thirty (30) days, in each case, after the end of the period within which requests for inclusion in such registration may be given to the Company, if relevant) file with the SEC Securities and Exchange Commission a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the with respect to such Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to provided that before filing a registration statement or prospectus or any amendment amendments or supplement supplements thereto, the Company will furnish to each Shareholder and each underwriter, if any, the counsel selected by the Sponsor for any registration in which the Sponsor participates (or counsel selected by the Stockholders holding a majority of the Registrable Securities for which registration is sought, for any registration in which the Sponsor does not participate and in which the other Stockholders do participate), copies of all such documents proposed to be filed, which documents will be subject to review by such counsel);
(b) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary (i) to keep such registration statement effective (A) for at least ninety (90) days (subject to extension pursuant to Section 3.3(b)) or until each Stockholder participating in such registration has completed the distribution described in the registration statement relating to such distribution, whichever occurs first or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, or (B) in the case of a Shelf Registration, until the earlier of (1) the date on which all Registrable Securities have been sold under the Shelf Registration or otherwise no longer qualify as Registrable Securities and (2) the latest date allowed by applicable law, and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement copies until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement as proposed to be filed, and thereafter the Company will statement;
(c) furnish to each Stockholder participating in such Shareholder and underwriter, if any, registration such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein)thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter Stockholder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall Stockholder;
(d) use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding Stockholder participating in such Registrable Securities registration reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that which may be reasonably necessary or advisable to enable such Shareholder Stockholder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Shareholder; Stockholder (provided that the Company will not be required to (Ai) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d)subsection, (Bii) subject itself to taxation in respect of doing business in any such jurisdiction or (Ciii) consent to general service of process in any such jurisdiction.);
(e) The Company will immediately promptly notify each Shareholder holding such Registrable Securities covered by Stockholder participating in such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the occurrence happening of any event as a result of which, the prospectus included in such registration statement contains an event requiring untrue statement of a material fact or omits any fact necessary to make the preparation statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any Stockholder participating in such registration, the Company will prepare and furnish to such Stockholder a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the prospective purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with in the SEC any such supplement or amendment.light of the circumstances under which they were made;
(f) In connection with any Demand Registration requested cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the CSH Shareholders, Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) if at any time when the Company shall appoint is required to re-evaluate its WKSI status for purposes of an automatic shelf registration statement used to effect a request for registration in accordance with Section 1.4 (i) the underwriter Company determines that it is not a WKSI, (ii) the registration statement is required to be kept effective in accordance with this Agreement, and (iii) the registration rights of the Stockholders hereunder have not terminated, promptly amend the registration statement onto a form the Company is then eligible to use or underwriters chosen by CSH. The file a new registration statement on such form, and keep such registration statement effective in accordance with the requirements otherwise applicable under this Agreement;
(i) if (i) a Shelf Registration is required to be kept effective in accordance with this Agreement after the third anniversary of the initial effective date of the Shelf Registration, (ii) the registration rights of the Stockholders hereunder have not terminated and (iii) the Company will is eligible at such time to file a Shelf Registration, file a new registration statement with respect to any unsold Registrable Securities subject to the original request for registration prior to the end of the three year period after the initial effective date of the Shelf Registration, and keep such registration statement effective in accordance with the requirements otherwise applicable under this Agreement;
(j) enter into such customary agreements (including an underwriting agreement agreements in customary form) and perform the Company’s obligations thereunder and take all such other actions as are the Stockholders participating in such registration or the underwriters, if any, reasonably required request in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement Securities (which might include effecting a stock split or a combination of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.shares);
(gk) Upon execution of subject to reasonable confidentiality agreements in form and substance reasonably satisfactory to the Companyundertakings, the Company will make available for inspection by any Shareholder and each Stockholder participating in such registration, any underwriter participating in any disposition pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional agent retained by such Stockholders or any such Shareholder or underwriter (collectively, the "Inspectors")underwriter, all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCompany, and cause the Company's ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any Inspectors such Stockholder, underwriter, attorney, accountant or agent in connection with such registration statement., and to cooperate and participate as reasonably requested by any such seller in road show presentations, in the preparation of the registration statement, each amendment and supplement thereto, the prospectus included therein, and other activities as such Stockholder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Stockholder;
(hl) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC Securities and the relevant state blue sky commissionsExchange Commission, and make available to its securityholderssecurity holders, as soon as reasonably practicable, but not later than fifteen (15) months after the effective date of the registration statement, an earnings statement covering a the period of 12 months, at least twelve (12) months beginning within three months with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 thereunder;
(jm) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;
(n) obtain one or more comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, also dated the date of the closing under the underwriting agreement) addressed to the Persons participating in such offering, signed by the Company’s independent public accountants in the then-current customary form and covering such matters of the type customarily covered from time to time by comfort letters as the Stockholders participating in such registration may reasonably request;
(o) provide one or more legal opinions of the Company’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in the then-current customary form and covering such matters of the type customarily covered from time to time by legal opinions of such nature (in a form reasonably acceptable to the Stockholders participating in such registration);
(p) cooperate with the Stockholders participating in such registration and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter(s), if any, or the Sponsor may request;
(q) notify counsel for the Stockholders participating in such registration and the managing underwriter(s), immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from the Securities and Exchange Commission, (iii) of any request of the Securities and Exchange Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;
(r) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus;
(s) if requested by the managing underwriter(s) or any Stockholder participating in such registration, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter(s) or such Stockholder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such Stockholder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; and
(t) cooperate with each Stockholder participating in such registration and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc. The Company may require each Stockholder participating in such Shareholder registration to promptly furnish in writing the Company such information relating to the Company information sale or registration of such securities regarding such Stockholder and the distribution of the Registrable Securities such securities as the Company hereunder may from time to time reasonably request and such other information as may be legally required in connection with such registrationwriting.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Registration Rights Agreement (Frontier Group Holdings, Inc.), Registration Rights Agreement (Frontier Group Holdings, Inc.), Registration Rights Agreement (Frontier Group Holdings, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible In connection with the filing by LeukoSite of the Stockholder Registration Statement, LeukoSite shall furnish to each Registering Stockholder a copy of the prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act. Subject to Section 6.2 hereof, LeukoSite shall prepare and file with the SEC a registration statement on any form selected by counsel for such amendments and supplements to the Company Stockholder Registration Statement and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included used in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply connection with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to Stockholder Registration Statement as may be stated therein or reasonably necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus keep such Stockholder Registration Statement effective and to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by Merger Common Shares pursuant to such registration statement during Stockholder Registration Statement until the applicable period in accordance with earlier of (i) such time as all such Merger Common Shares have been disposed of, (ii) such time as such Merger Common Shares are eligible for sale pursuant to Rule 144 (without being subject to volume limitations), or (iii) the intended methods second anniversary of disposition by the sellers thereof set forth in such registration statement Closing Date. LeukoSite shall furnish to each Registering Stockholder a copy of any amendment or supplement to such Stockholder Registration Statement or prospectus prior to filing the same with the SEC, and shall not file any such amendment or supplement to which any such requesting Registering Stockholder shall reasonably have objected to in writing prior to the filing thereof on the grounds that such amendment or supplement contains a material inaccuracy with respect to the description of such Registering Stockholder.
(iiib) If LeukoSite has delivered preliminary or final prospectuses to the Registering Stockholders and after having done so the prospectus is amended or supplemented to comply with the requirements of the Securities Act as described in Section 6.3(a) hereof, LeukoSite shall promptly notify the Registering Stockholders and, if requested by LeukoSite, the Registering Stockholders shall immediately cease making offers or sales of shares under the Stockholder Registration Statement and return all prospectuses to LeukoSite. LeukoSite shall promptly provide the Registering Stockholders with revised prospectuses and, following receipt of the revised prospectuses, the Registering Stockholders shall be free to resume making offers and sales under the Stockholder Registration Statement.
(c) LeukoSite shall furnish to each Shareholder holding Registrable Securities covered requesting Registering Stockholder such number of conformed copies of the Stockholder Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits thereto), such number of copies of the prospectus included in such Stockholder Registration Statement (including each preliminary prospectus) and such number of documents, if any, incorporated by reference in such registration statement of any stop order issued Stockholder Registration Statement or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of prospectus, as such stop order or to remove it if enteredrequesting Registering Stockholder may reasonably request.
(d) The Company will LeukoSite shall use its reasonable best efforts to (i) register or qualify the Registrable Securities Merger Common Shares covered by such registration statement the Stockholder Registration Statement under such other the securities or "blue sky sky" laws of such jurisdictions in states as the United States as any Shareholder holding such Registrable Securities Registering Stockholders shall reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things request; PROVIDED, HOWEVER, that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will LeukoSite shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for connection with this paragraph (d), (Bb) subject itself to taxation in any such jurisdiction qualify as a foreign corporation or (C) execute a general consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered LeukoSite shall pay the expenses incurred by such it in complying with its obligations under this Section 6, including all registration statementand filing fees, at exchange listing fees, fees and expenses of counsel for LeukoSite, and fees and expenses of accountants for LeukoSite, but excluding (i) any time when a prospectus relating thereto is required to be delivered under the Securities Actbrokerage fees, of the occurrence of an event requiring the preparation of a supplement selling commissions or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested underwriting discounts incurred by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" Registering Stockholders in connection with sales under the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company Stockholder Registration Statement and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form fees and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt expenses of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated counsel retained by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofRegistering Stockholders.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Merger Agreement (Leukosite Inc), Merger Agreement (Leukosite Inc), Merger Agreement (Leukosite Inc)
Registration Procedures. Whenever Shareholders request that In connection with any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofregistration contemplated hereunder, the Company will, subject to the provisions of such Sections, use shall as expeditiously as possible:
(a) Use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement Registration Statement on any the appropriate form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed the registration statement to become effective as soon as reasonably practicable after its filing and remain effective for a period of not less in any event no later than 180 days the Effectiveness Deadline. At least five (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b5) The Company will, if requested, prior to Business Days before filing a registration statement or prospectus or any amendment or supplement theretoRegistration Statement pursuant to Section 1 hereof, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such each Investor, if requested, a copy of a draft of the Selling Shareholder and underwriterPlan of Distribution sections (with respect to the Plan of Distribution section, if anyonly to the extent there have been any material changes to the form thereof attached hereto as Exhibit A) for review and approval, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto which approval shall not be unreasonably withheld or delayed, and documents incorporated any objections to such draft Registration Statement must be lodged within two (2) Business Days of such Investor’s receipt thereof. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached hereto as Exhibit C (a “Selling Shareholder Questionnaire”) on a date that is not less than two (2) Business Days prior to the Filing Date or by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition end of the Registrable Securities owned fourth (4th) Business Day following the date on which such Holder receives draft materials in accordance with this Section 2(a);
(b) Notify immediately each Holder of any stop order threatened or issued by such Shareholder. Each Shareholder shall the SEC and take all actions reasonably required to prevent the entry of a stop order or if entered to have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use it rescinded or otherwise removed;
(c) Use its reasonable best efforts to comply prepare and file with the SEC such request, provided, however, that amendments and supplements to the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or Registration Statement necessary to make keep the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 Registration Statement effective under the Securities Act, (ii) Act for the Effectiveness Period and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement the Registration Statement during the applicable each period in accordance with the Holders’ intended methods of disposition by the sellers thereof as set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.Registration Statement;
(d) The Furnish to each Holder a sufficient number of copies of the Registration Statement and such other documents as such Holder may reasonably request to facilitate the disposition of its Registrable Securities; provided, that the Company will use shall have no obligation to provide any document pursuant to this clause that is available on the ▇▇▇▇▇ system;
(e) Use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such subject to registration statement under such other securities or blue sky laws of such jurisdictions in the United States of America as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) Holder requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and will do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder Holder to consummate the disposition of the its Registrable Securities owned by such ShareholderSecurities; provided that the Company will shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required or to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to general service of process in any such jurisdiction.jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ef) The Company will immediately notify each Shareholder holding such Use its reasonable best efforts to cause the Registrable Securities covered by such registration statementthe Registration Statement to be registered with or approved by those governmental agencies or authorities necessary to enable each Holder to consummate the disposition of its Registrable Securities;
(g) Notify each Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of any event as a result of which the occurrence prospectus or any document incorporated therein by reference contains an untrue statement of an event requiring a material fact or omits to state any material fact necessary to make the preparation of statements therein not misleading, and will prepare a supplement or amendment to the prospectus or any such prospectus document incorporated therein by reference so that, as that thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available misleading;
(h) Use its reasonable best efforts to each such Shareholder and file cause all Registrable Securities to be listed on the same securities exchange, with the SEC any such supplement or amendment.same CUSIP, and with the same transfer agent, as similar securities issued by the Company are then listed;
(fi) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will Promptly make available for inspection by any Shareholder the selling Holders and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, attorney or accountant or other professional agent retained by any such Shareholder or underwriter (collectively, the "Inspectors")selling Holders, all financial and other records, pertinent corporate documents documents, and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCompany, and cause the Company's ’s officers, directors directors, employees, and employees independent accountants to supply all information reasonably requested by any Inspectors such seller, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection with such registration statement.
(h) The therewith. Notwithstanding the foregoing, the Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel shall not disclose material nonpublic information to the Company and (ii) a comfort letter Holders, or comfort letters from the Company's independent public accountants, each in customary form and covering such matters to advisors to or representatives of the type customarily covered by opinions or comfort lettersHolders, as the case may be, as a majority unless prior to disclosure of such Shareholders information the Company identifies such information as being material nonpublic information and provides the Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Holder wishing to obtain such information enters into an appropriate confidentiality agreement with the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.respect thereto; and
(j) The Company may require Notify each such Shareholder to selling Holder, promptly furnish in writing to after the Company information regarding the distribution receives notice thereof, of the Registrable Securities as the Company may from time when such registration statement has been declared effective or a supplement to time reasonably request and any prospectus forming a part of such other information as may be legally required in connection with such registrationregistration statement has been filed.
(k) Each If (i) a Registration Statement covering all of the Registrable Securities required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Shareholder agrees thatRegistration Statement cannot be made (other than (x) during a Suspension Period (as defined in Section 3(a)) or (y) if the Registration Statement is on Form F-1, upon receipt for a period of 15 days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 20-F) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of Common Shares) (a “Maintenance Failure”) then, in satisfaction of the damages to any Holder by reason of any notice from such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available to any Holder at law or in equity), the Company shall pay to each such Holder relating to such Registration Statement an amount in cash, as liquidated damages and not as a penalty, equal to one percent (1.0%) of the happening aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of any event such Holder’s Registrable Securities included in such Registration Statement on each of the kind described in Section 5.04(efollowing dates: (i) hereof, the day of a Filing Failure and on every thirtieth day (pro rated for shorter periods) thereafter until the earlier of (x) the date on which such Shareholder will forthwith discontinue disposition of Filing Failure is cured and (y) the date on which the Registrable Securities cease to be Registrable Securities under this Agreement; (ii) the day of an Effectiveness Failure and on every thirtieth day (pro rated for shorter periods) thereafter until the earlier of (x) the date on which such Effectiveness Failure is cured and (y) the date on which the Registrable Securities cease to be Registrable Securities under this Agreement; and (iii) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for shorter periods) thereafter until the earlier of (x) the date on which such Maintenance Failure is cured and (y) the date on which the Registrable Securities cease to be Registrable Securities under this Agreement. The payments to which a Holder shall be entitled pursuant to this Section 2(k) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the registration statement covering such Registrable Securities until such Shareholder's receipt earlier of (I) the last day of the copies of calendar month during which such Registration Delay Payments are incurred and (II) the supplemented fifth Business Day after the event or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver failure giving rise to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such noticeRegistration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.0%) (or such lesser maximum amount that is permitted to be paid by applicable law) of such unpaid Registration Delay Payment per month (pro rated for shorter periods) until such amounts, plus all interest thereon, are paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement, in no event shall the aggregate amount of Registration Delay Payments exceed, in the aggregate, eight percent (8.0%) of the aggregate Purchase Price. The Effectiveness Deadline for a Registration Statement shall be extended without default or Registration Delay Payments hereunder in the event that the Company shall give such notice, Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of a Holder to timely provide the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) with information requested by the number of days during Company and necessary to complete the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform Registration Statement in accordance with the requirements of Section 5.04(e) hereof.
the Securities Act (l) The Company will use its reasonable best efforts in which case the Effectiveness Deadline would be extended with respect to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of held by such registration statementHolder).
Appears in 3 contracts
Sources: Securities Purchase Agreement, Registration Rights Agreement (ObsEva SA), Securities Purchase Agreement (ObsEva SA)
Registration Procedures. Whenever Shareholders Stockholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof5.02, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder)days.
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder participating Stockholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingStockholder.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder Stockholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder Stockholder holding such Registrable Securities reasonably (in light of such ShareholderStockholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder Stockholder to consummate the disposition of the Registrable Securities owned by such ShareholderStockholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder Stockholder holding such Registrable Securities covered by such registration statementSecurities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC Stockholder any such supplement or amendment.
(f) The LLC will have the right, in its sole discretion, to select an underwriter or underwriters in connection with any Public Offering, which underwriter or underwriters may include any Affiliate of any DLJ Entity. In connection with any Demand Registration requested by the CSH ShareholdersPublic Offering, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities in any such Registrable SecuritiesPublic Offering, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon the execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder Stockholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder Stockholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Stockholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the Company Securities or its Affiliates unless and until such is made generally available to the public. Each Stockholder further agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholdersunderwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders Stockholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholdersstockholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) . The Company may require each such Shareholder Stockholder to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) . Each such Shareholder Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof), such Shareholder Stockholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such ShareholderStockholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof), and, if so directed by the Company, such Shareholder Stockholder will deliver to the Company all copies, other than any permanent file copies then in such ShareholderStockholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder Stockholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof).
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Investors' Agreement (Bausch & Lomb Inc), Investors' Agreement (Charles River Laboratories Holdings Inc), Investors' Agreement (Charles River Laboratories Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered In the case of each registration effected by the Company pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject shall keep each Participating Holder advised in writing as to the provisions initiation of such Sections, use its reasonable best efforts to effect the each registration and as to the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in completion thereof. In connection with any such request:registration (in each case, to the extent applicable):
(a) The Company will as expeditiously as possible shall provide the Participating Holders and their counsel with a reasonable opportunity to review, and comment on, the Registration Statement with respect to Registrable Securities prior to the filing thereof with the Commission, and the Company shall consider and respond to all such comments in good faith. The Company shall prepare and file with the SEC Commission a registration statement on any form selected by counsel for Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective, or prepare and file with the Company and which form shall be available for Commission a prospectus or a prospectus supplement, as applicable, with respect to such Registrable Securities pursuant to an effective Registration Statement and, upon the sale request of the holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective or such prospectus or prospectus supplement current, until the earlier of (i) the date on which all Registrable Securities covered thereby have been sold pursuant to such registration and (ii) the expiration of ninety (90) days after the later of (A) such registration statement becomes effective or (B) in the case of a registration pursuant to a registration statement dated prior to the Request Notice, the provision of a final preliminary prospectus or final preliminary prospectus supplement to the Underwriters for distribution to potential investors. The Participating Holders may request, and subject to the Company’s approval, which shall not be registered thereunder in accordance with unreasonably withheld or delayed, the intended method Company will include, a plan of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included section in such registration statement shall have actually been sold thereunder)statement, prospectus or prospectus supplement provided by the Participating Holders and the Underwriters of such offering.
(b) The Company willwill prepare and file with the Commission such amendments and supplements to the Registration Statement, if requestedprospectus, prior prospectus supplement or any issuer free writing prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act applicable to it with respect to the disposition of Registrable Securities covered thereby for the period set forth in Section 2.06(a).
(c) Prior to filing a registration statement Registration Statement, a prospectus or any issuer free writing prospectus or any amendment or supplement theretoto such Registration Statement, furnish prospectus or issuer free writing prospectus, the Company will make available to (i) each Shareholder Participating Holder, (ii) Holders’ Counsel and (iii) each underwriter, if any, Underwriter of the Registrable Securities covered by such registration statement Registration Statement, copies of such registration statement Registration Statement, prospectus or issuer free writing prospectus and each amendment or supplement as proposed to be filed, together with any exhibits thereto, and thereafter the Company will thereafter, furnish to such Shareholder Participating Holders, Holders’ Counsel and underwriterUnderwriters, if any, such number of copies of such registration statementRegistration Statement, prospectus or issuer free writing prospectus and each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein)thereto, the prospectus included in such registration statement Registration Statement (including each preliminary prospectus) and such other documents or information as such Shareholder Participating Holder, Holders’ Counsel or underwriter Underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities owned in accordance with the plan of distribution set forth in the prospectus included in the Registration Statement.
(d) The Company will promptly notify each Participating Holder of any stop order issued or threatened by the Commission and use commercially reasonable efforts, at the Participating Holders’ expense, to prevent the issuance of such Shareholder. Each Shareholder shall have stop order or, if issued, to remove it as soon as reasonably possible.
(e) On or prior to the right to request that date on which the Company modify any information contained in such registration statementRegistration Statement is declared effective, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its commercially reasonable best efforts to comply with register or qualify such requestRegistrable Securities under such other securities or blue sky laws of such jurisdictions as any Participating Holder reasonably requests and do any and all other lawful acts and things which may be necessary or advisable to enable the Participating Holders to consummate the disposition in such jurisdictions of such Registrable Securities, and use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective while the Registration Statement is effective; provided, however, that the Company shall will not have be required to (i) qualify generally to do business in any obligation jurisdiction where it would not otherwise be required to qualify but for this paragraph (e), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction.
(f) The Company will notify each Participating Holder, Holders’ Counsel and the Underwriter promptly and confirm such notice in writing, (i) when any prospectus, prospectus supplement, post-effective amendment or issuer free writing prospectus has been filed and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement, prospectus or issuer free writing prospectus for additional information to be included in any Registration Statement, prospectus or issuer free writing prospectus, (iii) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or blue sky laws or the initiation of any proceedings for that purpose, and (iv) of the happening of any event that makes any statement made in a Registration Statement or any related prospectus or issuer free writing prospectus or any document incorporated or deemed to be incorporated by reference therein untrue or that requires the making of any changes in such Registration Statement, prospectus, issuer free writing prospectus or documents so modify that they will not contain any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (Registration Statement, prospectus or issuer free writing prospectus not misleading in light of such Shareholder's intended plan of distribution) requests the circumstances in which they were made; and, as promptly as practicable thereafter, prepare and (ii) cause such Registrable Securities to be registered file with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of Commission a supplement or amendment to such Registration Statement, prospectus or issuer free writing prospectus so thatthat such Registration Statement, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus or issuer free writing prospectus will not contain an any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and misleading. Each Participating Holder hereby agrees to keep any disclosures under subsection (iv) above confidential until such time as a supplement or amendment is filed or the Company has otherwise publicly disclosed such information. Subject to Section 2.06, the Company hereby agrees to promptly file such supplement or amendment or otherwise publicly disclose such information upon written request of any Participating Holder.
(g) The Company shall have appropriate officers of the Company (i) prepare and make available presentations at any “road shows” and before analysts and rating agencies, as the case may be, not to each such Shareholder and file exceed five (5) Business Days in duration (to be scheduled in a collaborative manner so as not to unreasonably interfere with the SEC conduct of the business of the Company), (ii) take other actions to obtain ratings for any such supplement Registrable Securities and (iii) otherwise use their commercially reasonable efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or amendmentselling of the Registrable Securities.
(fh) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will furnish customary closing certificates and other deliverables to the Underwriter(s) and the Participating Holders and enter into customary agreements satisfactory to the Company (including including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(gi) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the The Company will make available for inspection by any Shareholder and any underwriter Underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 such Registration Statement, and any attorney, accountant or other professional agent retained by any such Shareholder Participating Holder or underwriter Underwriter (collectively, in each case after reasonable prior notice and at reasonable times during normal business hours and without unnecessary interruption of the "Inspectors"Company’s business or operations), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCompany, and cause the Company's ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any Inspectors such Participating Holder, Underwriter, attorney, accountant or agent in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities ActRegistration Statement.
(j) The Company may require shall use commercially reasonable efforts to cause, at the Participating Holders’ expense, all such Registrable Securities registered pursuant hereunder to be listed on each such Shareholder to promptly furnish in writing to national securities exchange on which similar securities of the same class issued by the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registrationare then listed.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the The Company shall give such notice, use commercially reasonable efforts to ensure the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number obtaining of days during the period all necessary approvals from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofFINRA.
(l) The Company will shall furnish to each Participating Holder a copy of all documents filed with and all material correspondence from or to the Commission in connection with any such offering of Registrable Securities.
(m) The Company shall use its commercially reasonable best efforts to list such Registrable Securities on any securities exchange on furnish to the lead Underwriter, addressed to the Underwriters, (1) an opinion of counsel for the Company (which may be the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than Company’s General Counsel), dated the effective date of the Registration Statement and the closing of the sale of any securities thereunder, as well as a consent to be named in the Registration Statement or any prospectus thereto, and (2) comfort letters as well as an audit opinion and consent to be named in the Registration Statement or any prospectus relating thereto signed by the Company’s independent public accountants who have examined and reported on the Company’s financial statements included in the Registration Statement covering substantially the same matters with respect to the Registration Statement (and the prospectus or any issuer free writing prospectus included therein) and (in the case of the accountants’ comfort letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ comfort letters delivered to the underwriters in underwritten public offerings of securities, to the extent that the Company is required to deliver or cause the delivery of such registration statementopinion or comfort letters to the underwriters in an underwritten public offering of securities.
Appears in 3 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (J C Penney Co Inc), Registration Rights Agreement (Pershing Square Capital Management, L.P.)
Registration Procedures. Whenever Shareholders any Stockholders request that any Registrable Securities be registered pursuant to Section 5.01 1.01 or 5.02 1.02 hereof, the Company will, subject to the provisions of such Sections, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and and, in connection with any such request:
(a) The Company will shall as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days days, or in the case of a shelf registration statement, one (1) year (or such shorter period in which all of the Registrable Securities of the Holders Registering Stockholders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each Shareholder participating Stockholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will shall furnish to such Shareholder Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Shareholder Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingStockholder.
(c) After the filing of the registration statement, the Company will shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and and, as so supplemented supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers Registering Stockholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder Registering Stockholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions in the United States as any Shareholder Registering Stockholder holding such Registrable Securities reasonably (in light of such Shareholder's Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder Stockholder to consummate the disposition of the Registrable Securities owned by such ShareholderStockholder; provided that the Company will shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 1.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will shall immediately notify each Shareholder Registering Stockholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder Stockholder and file with the SEC any such supplement or amendment.
(fi) The DLJMB Stockholders shall have the right, in their sole discretion, to select the underwriter or underwriters in connection with any Public Offering resulting from a Demand Registration, which underwriter or underwriters may include any Affiliate of any DLJMB Stockholder, and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Demand Registration requested by the CSH ShareholdersPublic Offering, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities in any such Public Offering, including the engagement of a "“qualified independent underwriter" ” in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will shall make available for inspection by any Shareholder Registering Stockholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 1.04 and any attorney, accountant or other professional retained by any such Shareholder Stockholder or underwriter (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "“Records"”) as shall be reasonably requested by any such Personnecessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Stockholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Registering Stockholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(h) The Company will shall furnish to each such Shareholder (if requested by such Shareholder) Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating ShareholdersStockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountants, each in customary form and covering such matters of the type kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders Stockholders or the managing underwriter therefor reasonably requests.
(i) The Company will shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings earning statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement or such other document that shall satisfy the provisions of Section 11(a) of the Securities ActAct and Rule 158 thereunder.
(j) The Company may require each such Shareholder Registering Stockholder promptly to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder Registering Stockholder agrees that, upon receipt of any written notice from the Company of the happening occurrence of any event requiring the preparation of a supplement or amendment of a prospectus relating to the kind described in Section 5.04(e) hereofRegistrable Securities covered by a registration statement that is required to be delivered under the Securities Act so that, as thereafter delivered to the purchasers of such Registrable Securities, such Shareholder prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or to make the statements therein not misleading, such Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's Stockholder’s receipt of the copies of the a supplemented or amended prospectus contemplated by Section 5.04(e) hereofprospectus, and, if so directed by the Company, such Shareholder will Stockholder shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder's Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a1.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e1.04(e) hereof to the date when the Company shall make available to such Shareholder Stockholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e1.04(e) hereof.
(l) The Company will shall use its reasonable best efforts to list such all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Common Stock is Registrable Securities are then listed or on NASDAQ if traded and to maintain such listing so long as any such Registrable Securities remain outstanding.
(m) The Company shall have appropriate officers of the Common Stock is then quoted on NASDAQ not later than Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the effective date case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable efforts to cooperate as requested by the underwriters in the offering, marketing or selling of such registration statementthe Registrable Securities.
Appears in 3 contracts
Sources: Registration Rights Agreement (STR Holdings LLC), Registration Rights Agreement (STR Holdings LLC), Registration Rights Agreement (STR Holdings (New) LLC)
Registration Procedures. Whenever Shareholders request that any Registrable Securities are to be registered pursuant to Section 5.01 or 5.02 hereof2, the Company will, subject to the provisions of such Sections, will use its reasonable best efforts diligence to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, practicable and in accordance with the provisions of Section 2. In connection with any such requestoffering of Registrable Securities pursuant to the Agreement, the Company shall as expeditiously as possible:
(a) The Company will as expeditiously as possible prepare and file with the SEC Commission a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of that includes the Registrable Securities requested to be registered thereunder included therein in accordance with the intended method of distribution thereof, Section 2 and use its reasonable best efforts diligence to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company willeffective; provided, if requestedhowever, prior to that at least five Business Days before filing a registration statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference therein, the Company will furnish to each Shareholder the Holder, and each underwriterthe underwriters, if any, draft copies of all such documents proposed to be filed, which documents will be subject to the review of the Holder and such underwriters, and the Company will not file any registration statement or prospectus or amendment or supplement thereto (including such documents incorporated by reference) to which the Holder or the underwriters with respect to such Registrable Securities, if any, shall reasonably object within five days of receipt of any of such documents; and provided further, however, that if the Company, in the case of a Piggyback Registration, despite the reasonable objection of the Holder, desires to proceed with the registration of its shares, the Holder may withdraw the Registrable Securities from being included in such offering, using its good-faith efforts to minimize delay caused by such withdrawal, and the Company may then, notwithstanding anything to the contrary in the immediately preceding proviso, proceed with such offering; the Company and the Holder acknowledge that such withdrawal by the Holder will delay such offering for as much time as is necessary to amend such registration statement or prospectus to reflect the withdrawal of such Registrable Securities from such offering;
(b) prepare and file with the Commission such amendments and post- effective amendments to the registration statement as may be necessary to keep the registration statement effective for a period of six months (or such shorter period which will terminate when all Registrable Securities covered by such registration statement copies have been sold or withdrawn, but not prior to the expiration of such registration statement as proposed the 90-day period referred to be filed, in Section 4(3) of the 1933 Act and thereafter the Company will furnish to such Shareholder and underwriterRule 174 thereunder, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinapplicable), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would ; cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities 1933 Act, (ii) ; and comply with the provisions of the Securities 1933 Act applicable to it with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such the prospectus; the Company shall not be deemed to have complied with its obligations hereunder to keep a registration statement of effective during the applicable period if it voluntarily takes any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions action that would result in the United States as any Shareholder holding prevention of the Holder from selling such Registrable Securities reasonably during that period unless such action is required under applicable law;
(in light c) furnish to the Holder and the underwriter or underwriters, if any, without charge, such reasonable number of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue conformed copies of the business registration statement and operations any post-effective amendment thereto and such reasonable number of copies of the Company prospectus (including each preliminary prospectus) and do any amendments or supplements thereto, and all other acts and things that any documents incorporated by reference therein, as the Holder or underwriter may be reasonably necessary or advisable request in order to enable such Shareholder to consummate facilitate the disposition of the Registrable Securities owned being sold by such Shareholder; provided the Holder (it being understood that the Company will not be required consents to (A) qualify generally to do business the use of the prospectus and any amendment or supplement thereto by the Holder and the underwriter or underwriters, if any, in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service connection with the offering and sale of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such the Registrable Securities covered by such registration statement, the prospectus or any amendment or supplement thereto);
(d) notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act, when the Company becomes aware of the occurrence happening of an any event requiring as a result of which the preparation prospectus included in such registration statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and promptly prepare and make available misleading;
(e) use reasonable diligence to cause all Registrable Securities included in such registration statement to be listed, by the date of the first sale of Registrable Securities pursuant to such registration statement, on each such Shareholder and file with securities exchange on which the SEC any such supplement Common Stock of the Company is then listed or amendment.proposed to be listed, if any;
(f) In make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the 1933 Act no later than 90 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement, which earnings statement shall cover said 12-month period, which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on such forms and reports as the Company may be required to file under the Exchange Act and otherwise complies with Rule 158 under the 1933 Act as soon as feasible;
(g) notify the Holder of any stop order issued or threatened by the Commission in connection with therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered, and make every reasonable effort to obtain the withdrawal of any Demand Registration order suspending the effectiveness of the registration statement at the earliest possible moment;
(h) if requested by the CSH Shareholdersmanaging underwriter or underwriters, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or the Holder reasonably requests to be included therein, including, without limitation, the Company shall appoint purchase price being paid therefor by such underwriter or underwriters and any other terms of the underwritten offering of such Registrable Securities (excluding, however, information with respect to the number of Registrable Securities being sold to such underwriter or underwriters by the Holder), and promptly make all required filings of such prospectus supplement or post-effective amendment;
(i) as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement, deliver to the Holder as many copies of that document as may be reasonably requested by the Holder;
(j) on or prior to the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the Holder the underwriter or underwriters chosen underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Securities covered by CSH. The the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as the Holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject; and provided, further, however, that while it is the present intention of the Holder to cooperate with the Company to keep the costs of compliance with state blue sky laws to a minimum, the Holder shall have the right to require compliance by the Company with the blue sky laws of as many states as the managing underwriter deems reasonably necessary in its good faith judgment to realize the maximum possible value for the Registrable Securities included in such registration statement;
(k) cooperate with the Holder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing securities to be sold under the registration statement and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, may request, subject to the underwriters' obligation to return any certificates representing securities not sold;
(l) use reasonable diligence to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such securities;
(m) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other reasonable actions as are the Holder or the underwriters retained by the Holder participating in an underwritten public offering, if any, reasonably required request in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.;
(gn) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and the Holder, any underwriter participating in any disposition pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 statement, and any attorney, accountant or other professional agent retained by any such Shareholder seller or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") ), as shall be reasonably requested by any such Person, necessary to enable them to exercise their due diligence responsibility; and cause the Company's officers, directors and employees to supply make available for inspection and/or copying all information Records reasonably requested by any Inspectors such Inspector in connection with such registration statement.; and
(ho) The Company will furnish to each list such Shareholder securities on or with a national securities exchange (if requested by such Shareholderwhich term shall include the NASDAQ National Market System) and comply with all applicable exchange listing requirements and rules and regulations thereof;
(p) use reasonable diligence to each such underwriter, if any, obtain a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort "cold comfort" letter or comfort letters from the Company's independent public accountants, each accountants in customary form and covering such matters of the type customarily covered by opinions or cold comfort letters, letters covering registration statements similar to the registration statement at issue as the case may be, as a majority of such Shareholders or the managing underwriter therefor Holder reasonably requests.
(i) . The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees thatHolder, upon receipt of any notice from the Company of the happening occurrence of any event of the kind described in subsection (d) of this Section 5.04(e) hereof3.1, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholderthe Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (d) of this Section 5.04(e3.1 and copies of any additional or supplemental filings which are incorporated by reference in the prospectus, or until Holder is advised in writing (the "Advice") hereof, and, if by the Company that the use of the prospectus may be resumed. If so directed by the Company, such Shareholder will the Holder shall deliver to the Company (at the Company's expense) all copiescopies in Holder's possession or control, other than any permanent file copies then in such Shareholderthe Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such noticeSecurities. In the event that the Company shall give any such notice, the Company shall extend the period during which such registration statement time periods mentioned in subsection (b) of this Section 3.1 shall be maintained effective (including the period referred to in Section 5.04(a) hereof) extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 5.04(e) hereof to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the Company shall make available to such Shareholder a prospectus copies of the supplemented or amended prospectus contemplated by subsection (d) of this Section 3.1 hereof or the Advice. If such registration statement refers to conform with the Holder by name or otherwise as the holder of any securities of the Company then the Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to the Holder to the effect that the holding by such Holder of such securities is not to be construed as a recommendation of such Holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that the Holder will assist in meeting any future financial requirements of Section 5.04(ethe Company, or (ii) hereofin the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Registration Rights Agreement (Us Legal Support Inc), Registration Rights Agreement (Us Legal Support Inc), Registration Rights Agreement (Us Legal Support Inc)
Registration Procedures. Whenever Shareholders request that If and whenever the Company is required to use its best efforts to effect or cause the registration of any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofunder the Securities Act as provided in this Agreement, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly expeditiously as practicable, and in connection with any such requestpossible:
(ai) The prepare and, in any event within 120 days after the end of the period within which a request for registration may be given to the Company will as expeditiously as possible prepare and pursuant to Section 2 or 3, file with the SEC a registration statement on any form selected by counsel for with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, provided, however, that the Company and may discontinue any registration of its securities which form shall be available for is being effected pursuant to Section 2 at any time prior to the sale effective date of the Registrable registration statement relating thereto;
(ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of 270 days and to comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder with respect to be registered thereunder the disposition of all securities covered by such registration statement during such period in accordance with the intended method methods of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (disposition by the seller or such shorter period in which all of the Registrable Securities of the Holders included sellers thereof set forth in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to statement; provided that before filing a registration statement or prospectus prospectus, or any amendment amendments or supplement supplements thereto, the Company will furnish to each Shareholder and each underwriter, if any, counsel selected pursuant to Section 7 hereof by the Holders of the Registrable Securities covered by such registration statement to represent such Holders, copies of such registration statement as all documents proposed to be filed, and thereafter which documents will be subject to the Company will review of such counsel;
(iii) furnish to each seller of such Shareholder and underwriter, if any, Registrable Securities such number of copies of such registration statement, statement and of each amendment and supplement thereto (in each case including all exhibits thereto and filed therewith, including any documents incorporated by reference thereinreference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) ), in conformity with the requirements of the Securities Act, and such other documents as such Shareholder or underwriter seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;
(iv) use its best efforts to register or qualify such Registrable Securities covered by such registration in such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statementSeller, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, except that the Company shall not have for any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this clause (iv), it would not be stated therein obligated to be so qualified, to subject itself to taxation in any such jurisdiction or necessary to make the statements therein not misleading.consent to general service of process in any such jurisdiction;
(cv) After the filing of the registration statement, the Company will (i) use its best efforts to cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the seller or sellers thereof to consummate the disposition of the such Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.Securities;
(evi) The Company will immediately notify each Shareholder holding seller of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities ActAct within the appropriate period mentioned in clause (ii) of this Section 4, of the occurrence Company’s becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an event requiring the preparation of a supplement amended or amendment to such supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(vii) use its best efforts to comply with all applicable rules and promptly prepare regulations of the SEC, and make available to each such Shareholder its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and file with the SEC any such supplement or amendment.rules and regulations promulgated thereunder;
(fviii) In connection with (A) use its best efforts to list such Registrable Securities on any Demand Registration requested securities exchange on which the Common Stock is then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; and (B) use its best efforts to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will effective date of such registration statement;
(ix) enter into such customary agreements (including an underwriting agreement in customary form) ), which may include indemnification provisions in favor of underwriters and other persons in addition to, or in substitution for the provisions of Section 5 hereof, and take such other actions as are sellers of a majority of shares of such Registrable Securities or the underwriters, if any, reasonably required request in order to expedite or facilitate the disposition of such Registrable Securities, including ;
(x) obtain a “cold comfort” letter or letters from the engagement Company’s independent public accounts in customary form and covering matters of the type customarily covered by “cold comfort” letters as the seller or sellers of a "qualified independent underwriter" in connection with the qualification majority of the underwriting arrangements with the NASD.shares of such Registrable Securities shall reasonably request;
(gxi) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to a such registration statement being filed and by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional agent retained by any such Shareholder seller or underwriter (collectively, the "Inspectors")any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCompany, and cause all of the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors such seller, underwriter, attorney, accountant or agent in connection with such registration statement.;
(hxii) The Company will furnish notify counsel (selected pursuant to each Section 7 hereof) for the Holders of Registrable Securities included in such Shareholder registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (A) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (B) of the receipt of any comments from the SEC, (C) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (D) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;
(xiii) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;
(xiv) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such Shareholderinformation as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;
(xv) cooperate with the Holders of Registrable Securities covered by the registration statement and to each such underwriterthe managing underwriter or agent, if any, a signed counterpartto facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, addressed and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such Holders may request;
(xvi) obtain for delivery to the Holders of Registrable Securities being registered and to the participating Shareholders, of (i) underwriter or agent an opinion or opinions of from counsel to for the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering in form, substance and scope reasonably satisfactory to such matters Holders, underwriters or agents and their counsel; and
(xvii) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the type customarily covered by opinions or comfort letters, as the case may be, as a majority disposition of such Shareholders or Registrable Securities and their respective counsel in connection with any filings required to be made with the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) NASD. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company with such Shareholder to promptly furnish in writing information regarding such seller and pertinent to the Company information regarding disclosure requirements relating to the registration and the distribution of the Registrable Securities such securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) writing. Each such Shareholder Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in clause (vi) of this Section 5.04(e) hereof4, such Shareholder Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by clause (vi) of this Section 5.04(e) hereof4, and, if so directed by the Company, such Shareholder Holder will deliver to the Company (at the Company’s expense) all copies, other than any permanent file copies then in such Shareholder's Holder’s possession, of the most recent prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event that the Company shall give any such notice, the Company shall extend the period during which such registration statement mentioned in clause (ii) of this Section 4 shall be maintained effective (including the period referred to in Section 5.04(a) hereof) extended by the number of days during the period from and including the date of the giving of such notice pursuant to clause (vi) of this Section 5.04(e) hereof to 4 and including the date when each seller of Registrable Securities covered by such registration statement shall have received the Company shall make available to such Shareholder a prospectus copies of the supplemented or amended to conform with the requirements prospectus contemplated by clause (vi) of this Section 5.04(e) hereof4.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Registration Rights Agreement (Sealy Texas Holdings LLC), Registration Rights Agreement (Brimfield Precision LLC), Registration Rights Agreement (ITC Holdings Corp.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject to is required by the provisions of such Sections, this Agreement to use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company shall, as expeditiously as possible (but, in any event, within 60 days after a Demand Registration Request in the case of Section 2.4(a) below), in connection with the registration of the Registrable Securities and, where applicable, a takedown off of a shelf registration statement:
(a) prepare and file with the sale SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof, and in connection with any such request:
which registration form (ai) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form shall be selected by counsel for the Company and which form shall (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to form in all material respects with the requirements of the applicable registration form and include all financial statements required by the SEC to be registered thereunder in accordance with the intended method of distribution thereoffiled therewith, and the Company shall use its reasonable best efforts to cause such filed registration statement to become effective and remain continuously effective for a period from the date such registration statement is declared effective until the earliest to occur of not less than 180 days (or such shorter period in A) the first date as of which all of the Registrable Securities of the Holders included in such the registration statement shall have actually been sold thereunder).
or (bB) The Company willthe expiration of a period of 90 days in the case of an underwritten offering effected pursuant to a registration statement other than a shelf registration statement and a period of three years in the case of a shelf registration statement (provided, if requestedhowever, prior to that before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, the Company will furnish to one counsel for the Holders participating in the planned offering (selected by the Majority Participating Holders) and to one counsel for the Manager, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel (provided that the Company shall be under no obligation to make any changes suggested by the Holders), and the Company shall not file any registration statement or amendment thereto, any prospectus or supplement theretothereto or any free writing prospectus related thereto to which the Majority Participating Holders or the underwriters, furnish if any, shall reasonably object);
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement continuously effective for the period set forth in Section 2.4(a) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (and, in connection with any shelf registration statement, file one or more prospectus supplements covering Registrable Securities upon the request of one or more Holders wishing to offer or sell Registrable Securities whether in an underwritten offering or otherwise);
(c) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the Manager of such offering;
(d) furnish, without charge, to each Shareholder Participating Holder and each underwriter, if any, of the Registrable Securities securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinexhibits), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) ), any other prospectus filed under Rule 424 under the Securities Act and such each free writing prospectus utilized in connection therewith, in each case, in conformity with the requirements of the Securities Act, and other documents documents, as such Shareholder or seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that seller (the Company modify any information contained hereby consenting to the use in accordance with all applicable law of each such registration statement, statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto pertaining to thereto) or free writing prospectus by each such Shareholder Participating Holder and the Company shall use its reasonable best efforts to comply underwriters, if any, in connection with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing offering and sale of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.prospectus);
(de) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or state “blue sky sky” laws of such jurisdictions in the United States as any Shareholder holding such sellers of Registrable Securities or any managing underwriter, if any, shall reasonably (request in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company writing, and do any and all other acts and things that which may be reasonably necessary or advisable to enable such Shareholder sellers or underwriter, if any, to consummate the disposition of the Registrable Securities owned by in such Shareholder; provided jurisdictions (including keeping such registration or qualification in effect for so long as such registration statement remains in effect), except that in no event shall the Company will not be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where it would not otherwise not, but for the requirements of this paragraph (e), be required to qualify but for this paragraph (d)be so qualified, (B) to subject itself to taxation in any such jurisdiction or (C) to consent to general service of process in any such jurisdiction.;
(ef) The Company will immediately promptly notify each Shareholder holding such Registrable Securities covered by such Participating Holder and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration statement or any free writing prospectus has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the registration statement or any amendment thereto, the prospectus related thereto or any supplement thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time when the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement supplemented or amendment to such prospectus amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with in the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification light of the underwriting arrangements with the NASD.circumstances under which they were made not misleading;
(g) Upon execution of confidentiality agreements in form comply (and substance reasonably satisfactory continue to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"comply) as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC (including, without limitation, maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13 a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13 a-15(f)) in accordance with the relevant state blue sky commissionsExchange Act), and make generally available to its securityholderssecurity holders, as soon as reasonably practicablepracticable after the effective date of the registration statement (and in any event within 45 days, or 90 days if it is a fiscal year, after the end of such 12 month period described hereafter), an earnings statement (which need not be audited) covering a the period of at least 12 months, consecutive months beginning within three months with the first day of the Company’s first fiscal quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 thereunder;
(jh) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(ki) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e(A) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering cause all such Registrable Securities until covered by such Shareholder's receipt of registration statement to be listed on the copies of principal securities exchange on which similar securities issued by the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, andCompany are then listed (if any), if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, listing of the most recent prospectus covering such Registrable Securities at is then permitted under the time of receipt rules of such notice. In exchange, or (B) if no similar securities are then so listed, to cause all such Registrable Securities to be listed on a national securities exchange and, without limiting the event generality of the foregoing, take all actions that may be required by the Company shall give as the issuer of such notice, Registrable Securities in order to facilitate the Company shall extend managing underwriter’s arranging for the period during which registration of at least two market makers as such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available with respect to such Shareholder a prospectus supplemented or amended shares with FINRA, and (ii) comply (and continue to conform comply) with the requirements of Section 5.04(e) hereof.any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(li) The Company will use its reasonable best efforts provide and cause to list be maintained a transfer agent and registrar for all such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ covered by such registration statement not later than the effective date of such registration statement.;
(j) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Majority Participating Holders or the underwriters shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders of the Registrable Securities which are to be distributed by any underwriters shall be parties to any such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters);
(k) use its reasonable best efforts to (i) obtain an opinion from the Company’s counsel and a comfort letter and updates thereof from the Company’s independent public accountants who have certified the Company’s financial statements included or incorporated by reference in such registration statement, in each case, in customary form and covering such matters as are customarily covered by such opinions and comfort letters (including, in the case of such comfort letter, events subsequent to the date of such financial statements) delivered to underwriters in underwritten public offerings, which opinion and letter shall be dated the dates such opinions and comfort letters are customarily dated and otherwise reasonably satisfactory to the underwriters, if any, and to the Majority Participating Holders, and (ii) furnish to each Holder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such underwriter;
(l) deliver promptly to counsel for each Participating Holder and to each managing underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by counsel for each Participating Holder, by counsel for any underwriter, participating in any disposition to be effected pursuant to such registration statement and by any accountant or other agent retained by any Participating Holder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such counsel for a Participating Holder, counsel for an underwriter, accountant or agent in connection with such registration statement;
(m) use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of the registration statement, or the prompt lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction;
(n) provide a CUSIP number for all Registrable Securities, no later than the effective date of the registration statement;
(o) use its best efforts to make available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in marketing the Registrable Securities in any underwritten offering;
(p) prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement), and prior to the filing of any free writing prospectus, provide copies of such document to counsel for each Participating Holder and to each managing underwriter, if any, and make the Company’s representatives reasonably available for discussion of such document and make such changes in such document concerning the Participating Holders prior to the filing thereof as counsel for the Participating Holders or underwriters may reasonably request;
(q) furnish to counsel for each Participating Holder and to each managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments or supplements thereto, including financial statements and schedules, all documents incorporated therein by reference, the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus), any other prospectus filed under Rule 424 under the Securities Act and all exhibits (including those incorporated by reference) and any free writing prospectus utilized in connection therewith;
(r) cooperate with the Participating Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement at least three Business Days prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Participating Holders at least three Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof;
(s) cooperate with any due diligence investigation by any Manager, underwriter or Participating Holder and make available such documents and records of the Company and its Subsidiaries that they reasonably request (which, in the case of the Participating Holder, may be subject to the
Appears in 3 contracts
Sources: Registration Rights Agreement (TWFG, Inc.), Registration Rights Agreement (TWFG, Inc.), Registration Rights Agreement (TWFG, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered In the case of each registration, qualification or compliance effected by the Company pursuant to this Section 5.01 or 5.02 hereof2, Company will keep each Holder advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. Subject to Section 2.2.3, at its expense Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Prepare and file with the Commission a registration statement with respect to such securities and use reasonable efforts to cause such registration statement to become effective within 90 days of filing, and to remain effective from such effective date until the earlier to occur of (i) one year after the effective date of such registration statement, (ii) the date on which all Registrable Securities may be sold by non-affiliates of Company will pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, and (iii) the date as expeditiously as possible of which all Registrable Securities have been sold pursuant to the registration statement, and prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities Commission such amendments to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for the period described above, provided that, unless approved by Company in its discretion, no such registration shall have actually been sold thereunder).constitute a shelf registration under Rule 415 promulgated by the Commission under the Securities Act;
(b) The Company willEnter into a written underwriting agreement in customary and reasonable form and substance with the managing underwriter or underwriters of the public offering of such securities, if requestedthe offering is to be underwritten in whole or in part;
(c) Furnish to the Holders participating in such registration such number of copies of the registration statement, prior preliminary prospectus, final prospectus and other documents as the Holders may reasonably request;
(d) Notify the Holders participating in such registration, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to filing any prospectus forming a part of such registration statement has been filed;
(e) Notify such Holders promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information;
(f) Prepare and file with the Commission promptly upon the request of any amendment such Holders any amendments or supplement theretosupplements to such registration statement or prospectus which, furnish to each Shareholder in the reasonable opinion of counsel for such Holders and each underwriterfor Company, if any, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities covered by such Holders;
(g) Prepare and promptly file with the Commission, and promptly notify such Holders of, such amendment or supplement to such registration statement copies of or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such registration statement as proposed securities is required to be fileddelivered under the Securities Act, and thereafter any event has occurred as the Company will furnish to result of which any such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (prospectus or any other prospectus as then in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing effect would cause the prospectus to contain include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification light of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements circumstances in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.which they were made; and
(h) The Company will furnish to each Advise such Shareholder (if requested by such Shareholder) and to each such underwriterHolders, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion promptly after it shall receive notice or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possessionobtain knowledge thereof, of the most recent prospectus covering such Registrable Securities at issuance of any stop order by the time Commission suspending the effectiveness of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including or the period referred to in Section 5.04(a) hereof) by the number initiation or threatening of days during the period from any proceeding for that purpose and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will promptly use its reasonable best efforts to list prevent the issuance of any stop order or to obtain its withdrawal if such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statementstop order should be issued.
Appears in 3 contracts
Sources: Stock Acquisition Agreement (Trycera Financial, Inc.), Stock Acquisition Agreement (Mezzanine Investment Corp), Stock Acquisition Agreement (Trycera Financial, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant If and whenever, LWN is required to Section 5.01 or 5.02 hereof, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect or cause the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with the intended method of disposition thereof this Agreement, LWN will, as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and and, if the registration is pursuant to notice given under Section 5.2(a), in any event within 45 days after the giving of notice pursuant to Section 5.2(a), file with the SEC a registration statement with respect to such Registrable Securities on any form selected by for which LWN then qualifies or which counsel for the Company LWN shall deem appropriate, and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method methods of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective; provided, however, that LWN may discontinue any registration of its securities which is being effected pursuant to Section 5.2 at any time prior to the effective date of the registration statement relating thereto;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days (or such shorter lesser period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus time as LWN or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to Holder may be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities ActAct to deliver a prospectus in connection with any sale of Registrable Securities, (ii) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable such period in accordance with the intended methods of disposition by the sellers Holder or Holders thereof set forth in such registration statement; provided, that before filing a registration statement or supplement prospectus, or any amendments or supplements thereto, LWN will furnish to the Holders and their counsel copies of all documents proposed to be filed, which documents will be subject to the review of such prospectus counsel and will not be filed if such counsel reasonably objects;
(iiic) promptly notify furnish to each Shareholder holding Holder of such Registrable Securities covered by such number of copies of such registration statement and of any stop each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus and prospectus supplement, as applicable), in conformity with the requirements of the Securities Act, and such other documents as such Holder may reasonably request in order issued or threatened to facilitate the disposition of the Registrable Securities by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.Holder;
(d) The Company will use its reasonable best efforts to (i) register or qualify the such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each Holder shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the United States as any Shareholder holding such Registrable Securities reasonably owned by such Holder, except that LWN shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 5.3(d), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(in light of such Shareholder's intended plan of distributione) requests and (ii) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the Holder or Holders thereof to consummate the disposition of the such Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.Securities;
(ef) The Company will immediately notify each Shareholder holding Holder of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities ActAct within the appropriate period mentioned in Section 5.3(b), of LWN's becoming aware that the occurrence prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such Holder, prepare and furnish to such Holder a reasonable number of copies of an event requiring the preparation of a supplement amended or amendment to such supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading;
(g) otherwise use its best efforts to comply with all applicable rules and promptly prepare regulations of the SEC, and make available to each such Shareholder its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and file with the SEC any such supplement or amendment.rules and regulations promulgated thereunder;
(fh) In connection with use its best efforts to cause all such Registrable Securities to be listed on any Demand Registration requested securities exchange on which the ▇▇▇▇▇▇ Common Stock is then listed, if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange, and to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement no later than the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will effective date of such registration statement;
(i) enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as are sellers of a majority of shares of such Registrable Securities or the underwriters, if any, reasonably required request in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement making appropriate members of senior management of LWN available for customary participation in a "qualified independent underwriterroad show" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory presentation to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.potential investors;
Appears in 3 contracts
Sources: Put/Call Agreement (Loewen Group Inc), Put/Call Agreement (Prime Succession Inc), Put/Call Agreement (Rose Hills Co)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 2.1 and 2.2 hereof, the intended method of disposition thereof Company shall as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and file with the SEC a Commission as soon as practicable the requisite registration statement on any form selected to effect such registration (and shall include all financial statements required by counsel for the Company and which form shall be available for the sale of the Registrable Securities Commission to be registered thereunder in accordance with the intended method of distribution thereof, filed therewith) and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in effective; provided, however, that before filing such registration statement shall have actually been sold thereunder).
(bincluding all exhibits) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement theretothereto or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall as promptly as practicable furnish such documents to each Shareholder the Purchasers and each underwriter, if any, participating in the offering of the Registrable Securities covered by such registration statement copies and their respective counsel, which documents will be subject to the review and comments of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statementPurchasers, each amendment underwriter and supplement thereto (in each case including all exhibits thereto their respective counsel; and documents incorporated by reference therein)provided, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, providedfurther, however, that the Company shall may discontinue any registration of its securities which are not have Registrable Securities at any obligation time prior to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing effective date of the registration statement, statement relating thereto;
(b) notify the Company will (i) cause Purchasers of the related prospectus to be supplemented by any required prospectus supplementCommission's requests for amending or supplementing the registration statement and the prospectus, and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as so supplemented may be necessary to be filed pursuant keep such registration statement effective and to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during for such period as shall be required for the applicable period disposition of all of such Registrable Securities in accordance with the intended methods method of disposition by distribution thereof; provided, that except with respect to any such registration statement filed pursuant to Rule 415 under the sellers thereof set forth Securities Act, such period need not exceed 365 days;
(c) furnish, without charge, to the Purchasers and each underwriter such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement or supplement to such (including each preliminary prospectus and (iiiany summary prospectus) promptly notify each Shareholder holding Registrable and any other prospectus filed under Rule 424 under the Securities covered by Act, in conformity with the requirements of the Securities Act, and such registration statement of any stop order issued or threatened by other documents, as the SEC or any state securities commission under state blue sky laws Purchasers and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.underwriters may reasonably request;
(d) The Company will use its reasonable best efforts to (i) to register or qualify the all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in States of the United States of America where an exemption is not available and as the Purchasers or any Shareholder holding such Registrable Securities managing underwriter shall reasonably (in light of such Shareholder's intended plan of distribution) requests and request, (ii) cause to keep such Registrable Securities registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to be registered with or approved by such take any other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that action which may be reasonably necessary or advisable to enable such Shareholder the Purchasers to consummate the disposition in such jurisdictions of the Registrable Securities owned securities to be sold by such Shareholder; provided the Purchasers, except that the Company will shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this paragraph subsection (d), (B) subject itself be obligated to taxation in any such jurisdiction be so qualified or (C) to consent to general service of process in any such jurisdiction.;
(e) The Company will immediately notify each Shareholder holding such use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the Purchasers to consummate the disposition of such Registrable Securities;
(f) furnish to the Purchasers and each underwriter, if any, participating in the offering of the securities covered by such registration statement, a signed counterpart of (i) an opinion of counsel for the Company, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's or any other entity's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated) and, in the case of the legal opinion, such other legal matters;
(g) promptly notify the Purchasers and each managing underwriter, if any, participating in the offering of the securities covered by such registration statement (i) when such registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission for amendments or supplements to such registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so upon discovery that, or upon the happening of any event as thereafter delivered to a result of which, the purchasers of prospectus included in such Registrable Securitiesregistration statement, such prospectus will not contain as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in the light of the circumstances under which they were made, and in the case of this clause (v), at the request of the Purchasers promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory furnish to the Company, the Company will make available for inspection by any Shareholder Purchasers and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such managing underwriter, if any, participating in the offering of the Registrable Securities, a signed counterpartreasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel as thereafter delivered to the Company purchasers of such 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 in the light of the circumstances under which they were made; and (iivi) a comfort letter or comfort letters from at any time when the Company's independent public accountants, each in customary form representations and covering such matters warranties of the type customarily covered Company contemplated by opinions Section 2.4(a) or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.(b) hereof cease to be true and correct;
(ih) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a the period of 12 months, at least twelve months beginning within three months with the first full calendar month after the effective date of the such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 promulgated thereunder, and promptly furnish to the Purchasers a copy of any amendment or supplement to such registration statement or prospectus;
(ji) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration;
(i) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be listed on the NASDAQ "national market system" or the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if no similar securities are then so listed, use its reasonable best efforts to (x) cause all such Registrable Securities to be listed on a national securities exchange or (y) failing that, secure designation of all such Registrable Securities as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Commission or (z) failing that, to secure NASDAQ authorization for such shares and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such shares with the National Association of Securities Dealers, Inc.;
(k) deliver promptly to counsel to the Purchasers and each underwriter, if any, participating in the offering of the Registrable Securities, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to such registration statement;
(l) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Securities, no later than the effective date of the registration statement; and
(n) in connection with any underwritten public offering, make available its senior executive officers, directors and chairman and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's business) in their marketing of Registrable Securities. The Company may require each such Shareholder the Purchasers to promptly furnish in writing to the Company such information regarding the Purchasers and the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, writing. The Purchasers agree that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (g)(iii) or (v) of this Section 5.04(e) hereof2.3, such Shareholder will forthwith the Purchasers will, to the extent appropriate, discontinue their disposition of Registrable Securities pursuant to the registration statement covering relating to such Registrable Securities until such Shareholder's until, in the case of paragraph (g)(v) of this Section 2.3, their receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 5.04(e) hereof, 2.3 and, if so directed by the Company, such Shareholder will deliver to the Company (at the Company's expense) all copies, other than any permanent file copies copies, then in such Shareholder's their possession, of the most recent prospectus covering relating to such Registrable Securities current at the time of receipt of such notice. In If the event that disposition by the Company shall give such noticePurchasers of their securities is discontinued pursuant to the foregoing sentence, the Company shall extend the period during which such of effectiveness of the registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to and including the date when the Company Purchasers shall make available to such Shareholder a prospectus have received copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 2.3; and, if the Company shall not so extend such period, the Purchasers' request pursuant to conform with which such registration statement was filed shall not be counted for purposes of the requirements of requests for registration to which the Purchasers are entitled pursuant to Section 5.04(e) 2.1 hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Registration Rights Agreement (Xo Communications Inc), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered In the case of each registration effected by the Company pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject to the provisions of such Sections, will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof, and in connection with any such requestpursuant thereto the Company shall as expeditiously as possible:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for with respect to the Company and which form shall be available for the sale of the Registrable Securities securities to be registered thereunder in accordance with on such form as the intended method of distribution thereofCompany deems appropriate and is permitted or qualified to use, and shall use its all reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 ninety (90) days (or such shorter period until the holders have completed the distribution described in which all the registration statement relating thereto, whichever first occurs or, in the case of the any registration of Registrable Securities of on Form S-3 which are intended to be offered on a continuous or delayed basis, for such period as shall be necessary to keep the Holders included in such registration statement shall have actually been sold thereunder).effective until all such Registrable Securities are sold;
(b) The Company will, if requested, prior prepare and file with the SEC such amendments and supplements to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of and the prospectus used in connection with such registration statement as proposed to may be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.statement;
(dc) The Company will use its reasonable best efforts furnish to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws holders of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered included in a registration statement, at a reasonable time prior to the filing thereof with or approved by such other governmental agencies or authorities as may be necessary by virtue the SEC, a copy of the business registration statement (and operations of each amendment or supplement thereto) in the form the Company proposes to file the same; and do furnish such number of prospectuses and other documents incident thereto, including any and all other acts and things that amendment of or supplement to the prospectus, as such holder of Registrable Securities from time to time may be reasonably necessary or advisable request in order to enable such Shareholder to consummate facilitate the disposition of the such Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph Seller;
(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such seller of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence happening of an any event requiring as a result of which the preparation of a supplement or amendment to prospectus included in such prospectus so thatregistration statement, as thereafter delivered to the purchasers of such Registrable Securitiesthen in effect, such prospectus will not contain includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances, and promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, 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 available the statements therein not misleading in the light of the circumstances then existing;
(e) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; and provide a transfer agent and registrar and a CUSIP number for all such Shareholder and file with Registrable Securities, in each case not later than the SEC any effective date of such supplement or amendment.registration;
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a the period of 12 at least twelve months, but not more than eighteen (18) months, beginning within three months with the first day of the Company's first full fiscal quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.; and
(jg) The Company may require each such Shareholder in connection with any underwritten offering pursuant to promptly furnish in writing a registration statement filed pursuant to Section 1 or 3 hereof, enter into an underwriting agreement containing customary underwriting provisions so as to effect the Company information regarding the distribution offer and sale of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registrationSecurities.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Registration Rights Agreement (IHL Investments, LLC), Registration Rights Agreement (Harris Corp /De/), Registration Rights Agreement (Teltronics Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 2.01 or 5.02 hereof, the Company will2.02, subject to the provisions of such Sections, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and and, in connection with any such request:
(a) The Company will shall as expeditiously as possible prepare and file with the SEC a registration statement Registration Statement on any form selected by for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, ; and use its reasonable best efforts to cause such filed registration statement Registration Statement to become and remain effective as soon as practicable thereafter for a period of not less than 180 days (days, or in the case of a Shelf Registration Statement, such shorter period in which all of the Registrable Securities of the Holders Shareholders included in such registration statement Registration Statement shall have actually been sold thereunder)thereunder or cease to be Registrable Securities.
(b) The Company will, if requested, prior Prior to filing a registration statement Registration Statement or prospectus Prospectus or any amendment or supplement thereto, the Company shall furnish to each Registering Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement Registration Statement copies of such registration statement Registration Statement as proposed to be filed, and thereafter the Company will shall furnish to such Shareholder and underwriter, if any, such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary Prospectus and any summary prospectus) and any other Prospectus filed under Rule 424, Rule 430A, Rule 430B or Rule 430C under the Securities Act and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statementRegistration Statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, ; provided, however, that the Company shall not have any obligation so to so modify any information if the Company reasonably expects that so doing would cause the prospectus Prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) The Company shall permit a representative of the Shareholders, the underwriter(s), if any, and any attorney or accountant retained by such Shareholders or underwriter(s) to participate, at each such Person’s own expense (other than with respect to Registration Expenses), in the preparation of the Registration Statement.
(d) After the filing of the registration statementRegistration Statement, the Company will shall (i) cause the related prospectus Prospectus to be supplemented by any required prospectus Prospectus supplement, and and, as so supplemented supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers Registering Shareholders thereof set forth in such registration statement Registration Statement or supplement to such prospectus Prospectus and (iii) promptly notify each Registering Shareholder holding Registrable Securities covered by such registration statement Registration Statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if enteredentered at the earliest possible time.
(de) The Company will shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement Registration Statement under such other securities or “blue sky sky” laws of such jurisdictions in the United States as any Registering Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's ’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 2.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(ef) The Company will shall immediately notify each Registering Shareholder holding such Registrable Securities covered by such registration statementRegistration Statement, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(fg) The Requesting Shareholder shall have the right, in its sole discretion, to select an underwriter or underwriters in connection with any Public Offering resulting from any exercise of a Demand Registration or a Shelf Takedown. The Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Demand Registration requested by the CSH ShareholdersPublic Offering, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities in any such Public Offering, including the engagement of a "“qualified independent underwriter" ” in connection with the qualification of the underwriting arrangements with FINRA and including participation in road shows and all such other customary selling efforts as the NASDunderwriters reasonably request in order to expedite or facilitate such disposition.
(gh) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will shall make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement Registration Statement being filed by the Company pursuant to this Section 5.04 2.03 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "“Inspectors"”), all financial and other recordsrecords (including technical information), pertinent corporate documents and properties of the Company (collectively, the "“Records"”) and opportunities to discuss the business of the Company with its officers and independent public accountants who have issued audit reports on its financial statements, in each case, as shall be reasonably requested by any such Personnecessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statementRegistration Statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Registrable Securities unless and until such information is made generally available to the public. Each Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(hi) The In connection with any Public Offering, Company will shall furnish to each such Registering Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating ShareholdersRegistering Shareholder or underwriter, of (i) a disclosure letter and an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountantsaccountants or independent auditors (and, if necessary, any other independent certified public accountants or independent auditors of any subsidiary of the Company or any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the applicable Registration Statement), each in customary form and covering such matters of the type kind customarily covered by disclosure letters, opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(ij) The Company will shall provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities, if required, no later than the effective date of such Registration Statement.
(k) The Company shall, if requested by a Shareholder or the underwriter(s) in connection with such sale, if any, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as a Shareholder and such underwriter(s), if any, may reasonably request to have included therein, including information relating to the “Plan of Distribution” of the Registrable Securities, information with respect to the number of Registrable Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering, and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;
(l) The Company shall advise each holder of Registrable Securities covered by a Registration Statement, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed (provided that any such notice may be made by the issuance of a press release including such information).
(m) The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement or such other document covering a period of 12 months, beginning within three months after the effective date of the registration statementRegistration Statement (unless such report is filed pursuant to the Exchange Act), which earnings statement shall satisfy satisfies the provisions of Section 11(a) of the Securities Act and the requirements of Rule 158 under the Securities Act.
(jn) The Company may require each such Shareholder promptly to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(ko) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof2.04(e), such Shareholder will shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement Registration Statement covering such Registrable Securities until such Shareholder's ’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 5.04(e) hereof2.04(e), and, if so directed by the Company, such Shareholder will shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder's ’s possession, of the most recent prospectus Prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the The Company shall extend the period during which such registration statement Registration Statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof2.03(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e2.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus Prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof2.04(e).
(lp) The Company will shall use its reasonable best efforts to list such all Registrable Securities covered by such Registration Statement on any securities exchange or quotation system on which any of the Common Stock is Registrable Securities are then listed or on NASDAQ traded.
(q) In any Public Offering pursuant to a Demand Registration, the Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.
(r) Each Shareholder agrees that, in connection with any offering pursuant to this Agreement, it will not prepare or use or refer to, any “free writing prospectus” (as defined in Rule 405 of the Securities Act) without the prior written authorization of the Company (which authorization shall not be unreasonably withheld), and will not distribute any written materials in connection with the offer or sale of the Registrable Securities pursuant to any Registration Statement hereunder other than the Prospectus and any such free writing prospectus so authorized.
(s) For so long as the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company agrees that it will timely file the reports required to be filed by it (and submit electronically to the Commission every interactive data file required to be submitted) under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder and it will take such further action as the Shareholders reasonably may request, all to the extent required from time to time to enable the Shareholders to sell or otherwise Transfer Registrable Securities within the limitation of the exemptions provided by (a) Rule 144 or (b) any similar rule or regulation hereafter adopted by the SEC. The Company covenants that if the Common Stock Company is then quoted on NASDAQ not later than required to file such reports, it will, upon the effective date request of any party hereto, make publicly available such information as necessary to permit sales by affiliates pursuant to Rule 144 under the Securities Act, and it will use reasonable best efforts to take such further action as any party hereto may reasonably request, in each case to the extent required from time to time to enable such party hereto to sell the securities of the Company without registration statement.under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rules may be amended from time to tim
Appears in 3 contracts
Sources: Registration Rights Agreement (Guardian Metal Resources PLC), Registration Rights Agreement (Guardian Metal Resources PLC), Registration Rights Agreement (Guardian Metal Resources PLC)
Registration Procedures. Whenever Shareholders request any eFG Shareholder requests that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, the Company will3.01, subject to the provisions of such SectionsSection, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and and, in connection with any such request:
(a) The Company will shall as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days days, or in the case of a shelf registration statement, one year (or such shorter period in which all of the Registrable Securities of the Holders Registering Shareholders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating eFG Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will shall furnish to such eFG Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such eFG Shareholder. Each eFG Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such eFG Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, provided that the Company shall not have any obligation so to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and and, as so supplemented supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers Registering Shareholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions in the United States as any Registering Shareholder holding such Registrable Securities reasonably (in light of such eFG Shareholder's ’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such eFG Shareholder to consummate the disposition of the Registrable Securities owned by such eFG Shareholder; , provided that the Company will shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 3.03(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will shall immediately notify each Registering Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such eFG Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH ShareholdersPublic Offering, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities in any such Public Offering, including the engagement of a "“qualified independent underwriter" ” in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will shall make available for inspection by any Registering Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 3.03 and any attorney, accountant or other professional retained by any such eFG Shareholder or underwriter (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "“Records"”) as shall be reasonably requested by any such Personnecessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Registering Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(h) The Company will shall furnish to each such Registering Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating ShareholderseFG Shareholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountants, each in customary form and covering such matters of the type kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders shareholders participating in the offering or the managing underwriter therefor reasonably requests.
(i) The Company will shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement or such other document covering a period of 12 twelve months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities ActAct and Rule 158 thereunder.
(j) The Company may require each such Registering Shareholder promptly to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Registering Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof3.03(e), such eFG Shareholder will shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such eFG Shareholder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof3.03(e), and, if so directed by the Company, such eFG Shareholder will shall deliver to the Company all copies, other than any permanent file copies then in such eFG Shareholder's ’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof3.03(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e3.03(e) hereof to the date when the Company shall make available to such eFG Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof3.03(e).
(l) The Company will shall use its reasonable best efforts to list such all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Common Stock is Registrable Securities are then listed or on NASDAQ if traded.
(m) The Company shall have appropriate officers of the Common Stock is then quoted on NASDAQ Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.
(n) The Company will provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by a registration statement from and after a date not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Shareholder Agreement, Shareholder Agreements (Dice Holdings, Inc.), Shareholder Agreement (Dice Holdings, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, the The Company will, subject to the provisions of such Sections, will use its reasonable best efforts to effect the registration each Registration, and to cooperate with the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such requestthe Company will as expeditiously as possible:
(a) The Company will as expeditiously as possible subject, in the case of an Incidental Registration, to the proviso to Section , prepare and file with the SEC a the registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement the Registration to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company willeffective; PROVIDED, if requestedHOWEVER, prior to that before filing a any registration statement or prospectus or any amendment amendments or supplement supplements thereto, the Company will furnish to each Shareholder and each underwriter, if any, the Holders of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filedstatement, their counsel, and thereafter the Company will furnish to such Shareholder and underwriterunderwriters, if any, such number of and their counsel, copies of all such documents proposed to be filed as promptly as practicable prior thereto, which documents will be subject to the reasonable review of such Holders, their counsel and the underwriters; and the Company will not file any registration statement or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by reference) to which the Requisite Holders shall reasonably object after having had a reasonable opportunity for review and comment;
(b) subject, in the case of an Incidental Registration, to the proviso to Section , prepare and file with the SEC such amendments and post-effective amendments to any registration statement and any prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement, each amendment ; and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act;
(c) furnish to each Holder of Registrable Securities included in such Registration and the underwriter or underwriters, (ii) comply with the provisions if any, without charge, at least one signed copy of the registration statement and any post-effective amendment thereto, upon request, and such number of conformed copies thereof and such number of copies of the prospectus (including each preliminary prospectus and each prospectus filed under Rule 424 under the Securities Act with respect Act), any amendments or supplements thereto and any documents incorporated by reference therein, as such Holder or underwriter may reasonably request in order to facilitate the disposition of all the Registrable Securities being sold by such Holder (it being understood that the Company consents to the use of the prospectus and any amendment or supplement thereto by each Holder of Registrable Securities covered by such registration statement during and the applicable period underwriter or underwriters, if any, in accordance connection with the intended methods offering and sale of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement the prospectus or any amendment or supplement thereto);
(d) notify each Holder of any stop order or other order suspending the effectiveness of any registration statement, issued or threatened by the SEC or any state securities commission under state blue sky laws in connection therewith, and take all reasonable actions required to prevent the entry of such stop order or to remove it or obtain withdrawal of it at the earliest possible moment if entered.;
(de) The Company will if requested by the managing underwriter or underwriters, if any, or any Holder in connection with any sale pursuant to a registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information relating to such underwriting as the managing underwriter or underwriters, if any, or such Holder reasonably requests to be included therein; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;
(f) on or prior to the date on which a Registration is declared effective, use its reasonable best efforts to (i) register or qualify qualify, and cooperate with the Holders of Registrable Securities included in such Registration, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Securities covered by such registration statement Registration for offer and sale under such other the securities or "blue sky sky" laws of such jurisdictions in each state and other jurisdiction of the United States as any Shareholder holding such Holder or the managing underwriter, if any, reasonably requests in writing; use its best efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective; and do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions reasonably requested of the Registrable Securities reasonably covered by such Registration; PROVIDED, HOWEVER, that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
(g) in light connection with any sale pursuant to a Registration, cooperate with the Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Securities to be sold under such Shareholder's intended plan of distributionRegistration, and enable such Securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such Holders may request;
(h) requests and (ii) use its best efforts to cause such the Registrable Securities to be registered with or approved by such other governmental agencies or authorities within the United States and having jurisdiction over the Company as may reasonably be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.Securities;
(ei) The Company will immediately notify each Shareholder holding enter into such Registrable Securities covered by agreements (including underwriting agreements in customary form) and take such registration statement, at any time when a prospectus relating thereto is required other actions as the Requisite Holders shall reasonably request in order to be delivered under expedite or facilitate the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers disposition of such Registrable Securities;
(j) use its best efforts to obtain:
(i) at the time of effectiveness of each Registration, a comfort letter from the Company's independent certified public accountants covering such matters of the type customarily covered by cold comfort letters as the Requisite Holders and, if applicable, the underwriters reasonably request; and
(ii) at the time of any underwritten sale pursuant to the registration statement, a bring-down comfort letter, dated as of the date of such sale, from the Company's independent certified public accountants covering such matters of the type customarily covered by comfort letters as the Requisite Holders and, if applicable, the underwriters reasonably request;
(k) use its best efforts to obtain, at the time of effectiveness of each Incidental Registration and at the time of any sale pursuant to each Registration, an opinion or opinions, reasonably acceptable to the Requisite Holders in form and scope, from counsel for the Company in customary form;
(l) notify each Holder upon discovery that, or upon the happening of any event as a result of which, the prospectus will not contain included in such Registration, as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and promptly prepare and make available to each such Shareholder and prepare, file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each Holder a reasonable number of copies of a supplement to or an amendment of such Shareholder (if requested by such Shareholder) and to each such underwriterprospectus as may be necessary so that, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel as thereafter delivered to the Company and (ii) purchasers or prospective purchasers of such Securities, such prospectus shall not include an untrue statement of a comfort letter material fact or comfort letters from omit to state a material fact required to be stated therein or necessary to make the Company's independent public accountants, each statements therein not misleading in customary form and covering such matters the light of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.circumstances under which they are made;
(im) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make generally available to its securityholders, Security holders (as soon as reasonably practicable, contemplated by section 11(a) under the Securities Act) an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy satisfying the provisions of Section 11(a) of Rule 158 under the Securities Act., as applicable;
(jn) The Company may require each such Shareholder provide and cause to promptly furnish in writing to the Company information regarding the distribution of the be maintained a transfer agent and registrar for all Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated covered by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period each Registration from and including the after a date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such Registration; and
(o) obtain and maintain the registration statementof the Common Stock under either section 12(b) or section 12(g) of the Exchange Act; and use its best efforts to cause all Registrable Securities covered by each Registration to be listed subject to notice of issuance, prior to the date of first sale of such Registrable Securities pursuant to such Registration, on:
(i) either the New York Stock Exchange, Inc., or the NASDAQ National Market; and
(ii) each other securities exchange, if any, on which the Common Stock is then listed. The Company may require each Holder of Registrable Securities that will be included in such Registration to furnish the Company with such information in respect of such Holder of its Registrable Securities that will be included in such Registration as the Company may reasonably request in writing and as is required by applicable laws or regulations.
Appears in 3 contracts
Sources: Registration Rights Agreement (Flagstar Companies Inc), Registration Rights Agreement (Flagstar Companies Inc), Registration Rights Agreement (Advantica Restaurant Group Inc)
Registration Procedures. Whenever Shareholders Upon the receipt of a request that for registration of any Registrable Securities be registered pursuant to Section 5.01 2 or 5.02 hereofSection 3 of this Agreement, the Company will, subject to the provisions of such Sections, will use its reasonable best efforts to effect the registration and of the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof, and in connection with any such request:
(a) The pursuant thereto the Company will as expeditiously as possible prepare possible:
9.1.1 Prepare and file with the SEC Commission a registration statement Registration Statement on any an appropriate form selected by counsel for under the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, Act and use its reasonable best efforts to cause such filed registration statement Registration Statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of at the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company willearliest practicable date; provided, if requested, prior to that before filing a registration statement Registration Statement or prospectus or any amendment amendments or supplement supplements thereto, including documents incorporated by reference after the initial filing of any Registration Statement, the Company will promptly furnish to each Shareholder the holders of Registrable Securities to be registered pursuant to this Agreement (the “Registered Holders”) and each underwriterthe underwriters, if any, of the Registrable Securities covered by such registration statement copies of all such registration statement as documents proposed to be filed, which documents will be subject to the review of the Registered Holders and thereafter the underwriters, and the Company will furnish not file any Registration Statement or amendment thereto, or any prospectus or any supplement thereto (including such documents incorporated by reference) to such Shareholder and underwriterwhich the Registered Holders or the underwriters, if any, such number of copies of such registration statement, each amendment and supplement thereto (shall reasonably object in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition light of the Registrable requirements of the Securities owned by Act and any other applicable laws and regulations.
9.1.2 Prepare and file with the Commission such Shareholder. Each Shareholder shall have amendments and post-effective amendments to the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to Registration Statement as may be stated therein or necessary to make keep such Registration Statement effective for the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) applicable period; cause the related prospectus to be filed pursuant to Rule 424(b) (or any successor provision) under the Securities Act; cause such prospectus to be supplemented by any required prospectus supplementsupplement and, and as so supplemented supplemented, to be filed pursuant to Rule 424 424(b) (or any successor provision) under the Securities Act, (ii) ; and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement Registration Statement or prospectus or supplement to such prospectus.
9.1.3 Notify the Registered Holders and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such advice in writing, (i) when a prospectus and or any prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission for amendments or supplements to a Registration Statement or related prospectus or for additional information, (iii) promptly notify each Shareholder holding Registrable Securities covered of the issuance by such registration statement the Commission of any stop order issued suspending the effectiveness of a Registration Statement or threatened by the SEC or initiation of any state securities commission under state blue sky laws proceeding for that purpose, (iv) if at any time the representations and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations warranties of the Company contemplated by subsection 9.1.10 cease to be true and do correct, (v) of the receipt by the Company of any and all other acts and things that may be reasonably necessary or advisable notification with respect to enable such Shareholder to consummate the disposition suspension of qualification of any of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business for sale in any jurisdiction where it would not otherwise be required to qualify but or the initiation of any proceeding for this paragraph (d)such purpose, (Bvi) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence happening of an any event requiring which requires the preparation making of any changes in a supplement Registration Statement or amendment to such related prospectus so that, as thereafter delivered to the purchasers of that such Registrable Securities, such prospectus documents will not contain an any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare (vii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosures and make available to each such Shareholder and file with the SEC any such supplement or post-effective amendment.
(f) In connection with 9.1.4 Make reasonable efforts to obtain the withdrawal of any Demand order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, at the earliest possible moment.
9.1.5 If requested by the CSH Shareholdersmanaging underwriters or the Registered Holders in connection with an underwritten offering, immediately incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters and the Registered Holders agree should be included therein relating to such sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of shares of Registrable Securities being sold to such underwriters and the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and supplement or make amendments to any Registration Statement if requested by the Registered Holders or any underwriter of such Registrable Securities.
9.1.6 Furnish to the Registered Holders and each managing underwriter, if any, without charge, at least one signed copy of the Registration Statement, any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference).
9.1.7 Deliver without charge to the Registered Holders and the underwriters, if any, as many copies of the prospectus or prospectuses (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; and the Company consents to the use of such prospectus or any amendment or supplement thereto by such Registered Holders and the underwriters, if any, in connection with the offer and sale of the Registrable Securities covered by such prospectus or any amendment or supplement thereto.
9.1.8 Prior to any public offering of Registrable Securities, register or qualify or cooperate with the Registered Holders, the Company shall appoint underwriters, if any, and respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Registered Holders or an underwriter reasonably requests in writing; keep each such registration or underwriters chosen qualification effective during the period the Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by CSH. The the applicable Registration Statement; provided, however, that the Company will enter not be required in connection therewith or as a condition thereto to qualify generally to do business or subject itself to general service of process in any such jurisdiction where it is not then so subject.
9.1.9 Upon the occurrence of any event contemplated by subsection 9.1.3(ii)-(vii) above, prepare, to the extent required, a supplement or post-effective amendment to the applicable Registration Statement or related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchaser of the Registrable Securities being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
9.1.10 Enter into customary such agreements (including an underwriting agreement in customary formagreement) and take all such other actions as are reasonably required in connection therewith in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities and in such connection, including whether or not an underwriting agreement is entered into and whether or not the engagement Registrable Securities to be covered by such registration are to be offered in an underwritten offering: (i) make such representations and warranties to the Registered Holders as to the Registration Statement, prospectus and documents incorporated by reference, if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested; (ii) obtain opinions of a "qualified independent underwriter" counsel to the Company and updates thereof with respect to the Registration Statement and the prospectus in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form form, scope and substance which are customarily delivered in underwritten offerings; (iii) in the case of an underwritten offering, enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters and the Registered Holders) addressed to the Registered Holders and the underwriters, if any, covering the matters customarily covered in opinions delivered in underwritten offerings and such other matters as may be reasonably requested by the Registered Holders and such underwriters; (iv) obtain comfort letters and updates thereof from the Company’s independent certified public accountants addressed to the Registered Holders and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in comfort letters by accountants in connection with underwritten offerings; (v) if any underwriting agreement is entered into, the same shall set forth in full the indemnification provisions and procedures customarily included in underwriting agreements in underwritten offerings; and (vi) the Company will make shall deliver such documents and certificates as may be requested by the Registered Holders and the managing underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder.
9.1.11 Make available for inspection by any Shareholder and a representative of the Registered Holders, any underwriter participating in any disposition pursuant to a registration statement being filed such registration, and any attorney or accountant retained by the Company pursuant to this Section 5.04 and any attorney, accountant Registered Holders or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors")underwriter, all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCompany, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors such representative, underwriter, attorney or accountant in connection with such registration statementregistration; provided, that any records, information or documents that are designated by the Company in writing as confidential shall be kept confidential by such Persons unless disclosures of such records, information or documents is required by court or administrative order.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise 9.1.12 Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, Commission and make generally available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy security holders earning statements satisfying the provisions of Section 11(a) of the Securities ActAct and Rule 158 thereunder, no later than 90 days after the end of any 12-month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm or best efforts underwritten offering and (ii) beginning with the first day of the Company’s first fiscal quarter next succeeding each sale of Registrable Securities after the effective date of a Registration Statement, which statements shall cover said 12-month periods.
(j) The Company may require each such Shareholder 9.1.13 Use its reasonable best efforts to promptly furnish in writing to list all Registrable Securities covered by the Company information regarding Registration Statement on the distribution Nasdaq Global Market and any other securities exchange or trading market on which any of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt equity securities of any notice from the Company of the happening same class as the Registrable Securities are then listed.
9.1.14 At all times during the term of any event this Agreement, maintain the effectiveness of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of Common Stock under the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from Exchange Act and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list prepare and file in a timely manner all documents and reports required by such Act.
9.1.15 If the Company, in the exercise of its reasonable judgment, objects to any change requested by the Registered Holders or the underwriters, if any, to any Registration Statement or prospectus or any amendments or supplements thereto (including documents incorporated or to be incorporated therein by reference) as provided for in this Section 9, the Company shall not be obligated to make any such change and such Registered Holders may withdraw their Registrable Securities on any securities exchange on from such registration, in which event (i) the Common Stock is then listed Company shall pay all registration expenses (including its counsel fees and expenses) incurred in connection with such Registration Statement or on NASDAQ if amendment thereto or prospectus or supplement thereto, and (ii) in the Common Stock is then quoted on NASDAQ not later than the effective date case of a registration being effected pursuant to Section 2, such registration statementshall not count as one of the registrations the Company is obligated to effect pursuant to Section 2.
Appears in 3 contracts
Sources: Registration Rights Agreement (Halcon Resources Corp), Securities Purchase Agreement (Ram Energy Resources Inc), Registration Rights Agreement (Halcon Resources Corp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 2.1 and 2.2 hereof, the intended method of disposition thereof Company shall as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and file with the SEC a Commission as soon as practicable the requisite registration statement on any form selected to effect such registration (and shall include all financial statements required by counsel for the Company and which form shall be available for the sale of the Registrable Securities Commission to be registered thereunder in accordance with the intended method of distribution thereof, filed therewith) and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in effective; provided, however, that before filing such registration statement shall have actually been sold thereunder).
(bincluding all exhibits) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement theretothereto or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall as promptly as practicable furnish such documents to each Shareholder the Purchasers and each underwriter, if any, participating in the offering of the Registrable Securities covered by such registration statement copies and their respective counsel, which documents will be subject to the review and comments of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statementPurchasers, each amendment underwriter and supplement thereto (in each case including all exhibits thereto their respective counsel; and documents incorporated by reference therein)provided, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, providedfurther, however, that the Company shall may discontinue any registration of its securities which are not have Registrable Securities at any obligation time prior to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing effective date of the registration statement, statement relating thereto;
(b) notify the Company will (i) cause Purchasers of the related prospectus to be supplemented by any required prospectus supplementCommission's requests for amending or supplementing the registration statement and the prospectus, and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as so supplemented may be necessary to be filed pursuant keep such registration statement effective and to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during for such period as shall be required for the applicable period disposition of all of such Registrable Securities in accordance with the intended methods method of disposition by distribution thereof; provided, that except with respect to any such registration statement filed pursuant to Rule 415 under the sellers thereof set forth Securities Act, such period need not exceed 365 days;
(c) furnish, without charge, to the Purchasers and each underwriter such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement or supplement to such (including each preliminary prospectus and (iiiany summary prospectus) promptly notify each Shareholder holding Registrable and any other prospectus filed under Rule 424 under the Securities covered by Act, in conformity with the requirements of the Securities Act, and such registration statement of any stop order issued or threatened by other documents, as the SEC or any state securities commission under state blue sky laws Purchasers and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.underwriters may reasonably request;
(d) The Company will use its reasonable best efforts to (i) to register or qualify the all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in States of the United States of America where an exemption is not available and as the Purchasers or any Shareholder holding such Registrable Securities managing underwriter shall reasonably (in light of such Shareholder's intended plan of distribution) requests and request, (ii) cause to keep such Registrable Securities registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to be registered with or approved by such take any other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that action which may be reasonably necessary or advisable to enable such Shareholder the Purchasers to consummate the disposition in such jurisdictions of the Registrable Securities owned securities to be sold by such Shareholder; provided the Purchasers, except that the Company will shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this paragraph subsection (d), (B) subject itself be obligated to taxation in any such jurisdiction be so qualified or (C) to consent to general service of process in any such jurisdiction.;
(e) The Company will immediately notify each Shareholder holding such use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the Purchasers to consummate the disposition of such Registrable Securities;
(f) furnish to the Purchasers and each underwriter, if any, participating in the offering of the securities covered by such registration statement, a signed counterpart of (i) an opinion of counsel for the Company, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's or any other entity's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated);
(g) promptly notify the Purchasers and each managing underwriter, if any, participating in the offering of the securities covered by such registration statement (i) when such registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission for amendments or supplements to such registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so upon discovery that, or upon the happening of any event as thereafter delivered to a result of which, the purchasers of prospectus included in such Registrable Securitiesregistration statement, such prospectus will not contain as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in the light of the circumstances under which they were made, and in the case of this clause (v), at the request of the Purchasers promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory furnish to the Company, the Company will make available for inspection by any Shareholder Purchasers and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such managing underwriter, if any, participating in the offering of the Registrable Securities, a signed counterpartreasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel as thereafter delivered to the Company purchasers of such 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 in the light of the circumstances under which they were made; and (iivi) a comfort letter or comfort letters from at any time when the Company's independent public accountants, each in customary form representations and covering such matters warranties of the type customarily covered Company contemplated by opinions Section 2.4(a) or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.(b) hereof cease to be true and correct;
(ih) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a the period of 12 months, at least twelve months beginning within three months with the first full calendar month after the effective date of the such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 promulgated thereunder, and promptly furnish to the Purchasers a copy of any amendment or supplement to such registration statement or prospectus;
(ji) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration;
(i) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be listed on the NASDAQ "national market system" or the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if no similar securities are then so listed, use its reasonable best efforts to (x) cause all such Registrable Securities to be listed on a national securities exchange or (y) failing that, secure designation of all such Registrable Securities as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Commission or (z) failing that, to secure NASDAQ authorization for such shares and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such shares with the National Association of Securities Dealers, Inc.;
(k) deliver promptly to counsel to the Purchasers and each underwriter, if any, participating in the offering of the Registrable Securities, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to such registration statement;
(l) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Securities, no later than the effective date of the registration statement; and
(n) make available its senior executive officers and chairman and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's business) in their marketing of Registrable Securities. The Company may require each such Shareholder the Purchasers to promptly furnish in writing to the Company such information regarding the Purchasers and the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, writing. The Purchasers agree that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (g)(iii), (iv) or (v) of this Section 5.04(e) hereof2.3, such Shareholder will forthwith the Purchasers will, to the extent appropriate, discontinue their disposition of Registrable Securities pursuant to the registration statement covering relating to such Registrable Securities until such Shareholder's until, in the case of paragraph (g)(v) of this Section 2.3, their receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 5.04(e) hereof, 2.3 and, if so directed by the Company, such Shareholder will deliver to the Company (at the Company's expense) all copies, other than any permanent file copies copies, then in such Shareholder's its possession, of the most recent prospectus covering relating to such Registrable Securities current at the time of receipt of such notice. In If the event that disposition by the Company shall give such noticePurchasers of their securities is discontinued pursuant to the foregoing sentence, the Company shall extend the period during which such of effectiveness of the registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to and including the date when the Company Purchasers shall make available to such Shareholder a prospectus have received copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 2.3; and, if the Company shall not so extend such period, the Purchasers' request pursuant to conform with which such registration statement was filed shall not be counted for purposes of the requirements of requests for registration to which the Purchasers are entitled pursuant to Section 5.04(e) 2.1 hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 1.1 and 1.2, the intended method of disposition thereof Company will, as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the SEC a Commission the requisite registration statement on any form selected by counsel for the Company to effect such registration and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective; PROVIDED, HOWEVER, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective for a period of not less than 180 days (or such shorter period in which all date of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).relating thereto;
(b) The Company will, if requested, prior prepare and file with the Commission such amendments and supplements to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of and the prospectus used in connection therewith as may be necessary to keep such registration statement as proposed effective and to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement or supplement filed pursuant to Rule 415 under the Securities Act, such prospectus and period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company;
(iiic) promptly notify furnish to each Shareholder holding seller of Registrable Securities covered by such registration statement statement, such number of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry conformed copies of such stop order or to remove it if entered.registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request;
(d) The Company will use its reasonable best efforts to (i) to register or qualify the all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in States of the United States of America where an exemption is not available and as any Shareholder holding such the sellers of Registrable Securities covered by such registration statement shall reasonably (in light of such Shareholder's intended plan of distribution) requests and request, (ii) cause to keep such Registrable Securities registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to be registered with or approved by such take any other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that action which may be reasonably necessary or advisable to enable such Shareholder sellers to consummate the disposition in such jurisdictions of the Registrable Securities owned securities to be sold by such Shareholder; provided sellers, except that the Company will shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this paragraph subdivision (d), (B) subject itself be obligated to taxation in any such jurisdiction be so qualified or (C) to consent to general service of process in any such jurisdiction.;
(e) The Company will immediately notify each Shareholder holding such use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;
(f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of:
(i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and
(ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request;
(g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so upon discovery that, or upon the happening of any event as thereafter delivered to a result of which, the purchasers of prospectus included in such Registrable Securitiesregistration statement, such prospectus will not contain as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and make available furnish to each such Shareholder and file with the SEC any such it a reasonable number of copies of a supplement to or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition amendment of such Registrable Securitiesprospectus as may be necessary so that, including as thereafter delivered to the engagement purchasers of such securities, such prospectus shall not include an untrue statement of a "qualified independent underwriter" material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in connection with the qualification light of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.circumstances under which they were made;
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and and, if required, make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a the period of 12 at least twelve months, but not more than eighteen months, beginning within three months with the first full calendar month after the effective date of the such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus;
(i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and
(j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each such Shareholder seller of Registrable Securities as to promptly which any registration is being effected to furnish in writing to the Company such information regarding such seller and the distribution of the Registrable Securities such securities as the Company may from time to time reasonably request and in writing. Each holder of Registrable Securities agrees by acquisition of such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 5.04(e) hereof1.3, such Shareholder holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement covering relating to such Registrable Securities until such Shareholderholder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 5.04(e) hereof, 1.3 and, if so directed by the Company, such Shareholder will deliver to the Company (at the Company's expense) all copies, other than any permanent file copies copies, then in such Shareholderholder's possession, possession of the most recent prospectus covering relating to such Registrable Securities current at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Registration Rights Agreement (Allis Chalmers Corp), Registration Rights Agreement (Allis Chalmers Corp), Registration Rights Agreement (Allis Chalmers Corp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered In the case of each registration effected by the Company pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject will keep the Purchaser advised in writing as to the provisions initiation of such Sections, use its reasonable best efforts to effect the each registration and as to the sale of such Registrable Securities in accordance with completion thereof. At its expense the intended method of disposition thereof as quickly as practicable, and in connection with any such requestCompany will:
(a) The Company will as expeditiously as possible keep such registration pursuant to Sections 10.2 and 10.3 continuously effective for a period of 120 days, or, in each case, such reasonable period necessary to permit the Purchaser to complete the distribution described in the registration statement relating thereto, whichever first occurs;
(b) promptly prepare and file with the SEC a registration statement on any form selected by counsel for the Company Commission such amendments and which form shall be available for the sale of the Registrable Securities supplements to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included used in such registration statement (including each preliminary prospectus) and such other documents connection therewith as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect Act, and to keep such registration statement effective for that period of time specified in Section 10.5(a);
(c) furnish such number of prospectuses and other documents incident thereto as the disposition Purchaser from time to time may reasonably request;
(d) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, at the earliest possible moment;
(e) register or qualify such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Purchaser or underwriter reasonably requires (except that the Company shall not be required to go register or qualify in any jurisdiction in which it would be required to execute a general consent to service of process), and keep such registration or qualification effective during the period set forth in Section 10.5(a);
(f) cause all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition registrations to be listed on each securities exchange, including NASDAQ, on which similar securities issued by the sellers thereof set forth Company are then listed;
(g) cause its accountants to issue to the underwriter, if any, comfort letters and updates thereof, in customary form and covering matters of the type customarily covered in such letters with respect to underwritten offerings;
(h) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Purchaser reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities;
(i) make available for inspection by Purchaser, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) if the offering is underwritten, at the request of the Purchaser furnish (i) an opinion of counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial data contained therein) and (C) to such prospectus other effects as reasonably may be requested by counsel for the underwriters and (iiiii) promptly a letter from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request; and
(k) notify each Shareholder holding Registrable Securities the Purchaser at any time a prospectus covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence happening of an any event requiring of which it has knowledge as a result of which the preparation of a supplement or amendment to prospectus included in such prospectus so thatregistration statement, as thereafter delivered to the purchasers of such Registrable Securitiesthen in effect, such prospectus will not contain includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with in the SEC light of the circumstances then existing. Notwithstanding any such supplement or amendment.
other provision of this Section 10, (fi) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably not be required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to file a registration statement being filed by the Company pursuant to this Section 5.04 and during any attorney, accountant or other professional retained by any period that such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company filing is not permitted and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters Purchaser shall suspend any sale of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time request of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the for a period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofnot exceeding 90 days.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Agilent Technologies Inc), Common Stock Purchase Agreement (Diametrics Medical Inc), Common Stock Purchase Agreement (Hewlett Packard Co)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and All expenses incurred in connection with any such requestthe registrations under this Section 19 (including all registration, filing, qualification, legal, printing and accounting fees, but excluding underwriting commissions and discounts), shall be borne by Parent. In connection with registrations under Sections 19.1 and 19.2, Parent will, as expeditiously as practicable:
(ai) The Company will as expeditiously as possible prepare Prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities with respect to be registered thereunder in accordance with the intended method of distribution thereof, such Parent Stock and use its reasonable best efforts to cause such filed registration statement to become and remain effective, provided that Parent may discontinue any registration of its securities that is being effected pursuant to Section 19.1 at any time prior to the effective date of the registration statement relating thereto.
(ii) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary (x) to keep such registration statement effective for a period of not less than 180 days (or such shorter period in which all as may be requested by the stockholders holding a majority of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
Parent Stock covered thereby not exceeding 90 days and (by) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities 1933 Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided, that before filing a registration statement or supplement prospectus relating to such prospectus and (iii) promptly notify the sale of Parent Stock, or any amendments or supplements thereto, Parent will furnish to counsel of each Shareholder holding Registrable Securities holder of Parent Stock covered by such registration statement or prospectus, copies of any stop order issued or threatened by all documents proposed to be filed, which documents will be subject to the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry review of such stop order or counsel, and Parent will give reasonable consideration in good faith to remove it if enteredany comments of such counsel.
(diii) The Company will use Furnish to each holder of Parent Stock covered by the registration statement and to each underwriter, if any, of such Parent Stock, such number of copies of a preliminary prospectus and prospectus for delivery in conformity with the requirements of the 1933 Act, and such other documents, as such Person may reasonably request, in order to facilitate the public sale or other disposition of the Parent Stock.
(iv) Use its reasonable best efforts to (i) register or qualify the Registrable Securities Parent Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Parent Stock owned by such seller in such jurisdictions, except that Parent shall not for any such purpose be required (x) to qualify to do business as a foreign corporation in any jurisdiction where, but for the United States as requirements of this Section 19.3(iv), it is not then so qualified, (y) to subject itself to taxation in any Shareholder holding such Registrable Securities reasonably jurisdiction, or (z) to take any action which would subject it to general or unlimited service of process in light of any such Shareholder's intended plan of distributionjurisdiction where it is not then so subject.
(v) requests and (ii) Use its best efforts to cause the Parent Stock covered by such Registrable Securities registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the seller or sellers thereof to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdictionParent Stock.
(evi) The Company will immediately Immediately notify each Shareholder holding such Registrable Securities seller of Parent Stock covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act1933 Act within the appropriate period mentioned in Section 19.3(ii), of if Parent becomes aware that the occurrence of an event requiring the preparation of a supplement or amendment to prospectus included in such prospectus so thatregistration statement, as thereafter delivered to the purchasers of such Registrable Securitiesthen in effect, such prospectus will not contain includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with in the SEC light of the circumstances then existing, and, at the request of any such supplement seller, deliver a reasonable number of copies of an amended or amendmentsupplemental prospectus as may be necessary so that, as thereafter delivered to the Parents of such Parent Stock, each 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 in the light of the circumstances then existing.
(fvii) Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, in each case as soon as practicable, but not later than 45 calendar days after the close of the period covered thereby (90 calendar days in case the period covered corresponds to a fiscal year of the Parent), an earnings statement of Parent which will satisfy the provisions of Section 11 (a) of the 1933 Act.
(viii) Use its best efforts in cooperation with the underwriters to list such Parent Stock on each securities exchange as they may reasonably designate.
(ix) In connection with any Demand Registration requested the event the offering is an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the independent public accountants for Parent in customary form and covering such matters of the type customarily covered by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements such letters.
(x) Execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as are the stockholders holding a majority of the shares of Parent Stock covered by the Registration Statement may reasonably required request in order to expedite or facilitate the disposition effect an underwritten public offering of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASDParent Stock.
(gxi) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make Make available for inspection by any Shareholder and the seller of such Parent Stock covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to a such registration statement being filed and by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional agent retained by any such Shareholder seller or underwriter (collectively, the "Inspectors")any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonParent, and cause the Companyall of Parent's officers, directors and employees to supply all information reasonably requested by any Inspectors such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
(hxii) The Company will furnish Obtain for delivery to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such the underwriter and the participating Shareholders, of (i) or agent an opinion or opinions of from counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each for Parent in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor in form and scope reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available satisfactory to such Shareholder a prospectus supplemented underwriter or amended to conform with the requirements of Section 5.04(e) hereofagent and its counsel.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Alliance Group Inc), Asset Purchase Agreement (Alliance Group Inc), Asset Purchase Agreement (Alliance Group Inc)
Registration Procedures. Whenever Shareholders request that any (a) In connection with each registration statement prepared pursuant to this Article V pursuant to which Registrable Securities will be registered pursuant to Section 5.01 or 5.02 hereofoffered and sold, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof distribution of the Registrable Securities as quickly as practicabledescribed in such registration statement, and in connection with any such requestthe Company shall:
(ai) The Company will use its reasonable best efforts to, as expeditiously promptly as possible reasonably practicable, prepare and file with the SEC a registration statement on any an appropriate registration form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, SEC and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in under the Securities Act as promptly as reasonably practicable after the filing thereof, which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior comply as to form in all materials respects with the requirements of the applicable form and include all financial statements required by such form to be filed therewith; provided that before filing a registration statement or prospectus or any amendment amendments or supplement supplements thereto, the Company shall furnish to each Shareholder one counsel selected by the Stockholder draft copies of all such documents proposed to be filed at least five Business Days prior to such filing (other than documents filed by the Company to satisfy its reporting obligations under the Exchange Act that are incorporated by reference in such registration statement), which documents will be subject to the reasonable review and each underwritercomment of the Stockholder and its agents and Representatives and the underwriters, if any, and the Company shall not file any amendment or supplement to a Takedown Prospectus Supplement or Demand Registration Statement to which the Stockholder or the underwriters, if any, shall reasonably object;
(ii) use its reasonable best efforts to, as promptly as reasonably practicable, furnish without charge to the Stockholder, and the underwriters, if any, at least one conformed copy of the registration statement and each post-effective amendment or supplement thereto (including all schedules and exhibits but excluding all documents incorporated or deemed incorporated therein by reference, unless requested in writing by the Stockholder or an underwriter, except to the extent such exhibits and schedules are currently available via the SEC’s Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”)) and such number of copies of the registration statement and each amendment or supplement thereto (excluding exhibits and schedules) and the summary, preliminary, final, amended or supplemented prospectuses included in such registration statement as the Stockholder or such underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities being sold by the Stockholder or its Subsidiary (the Company hereby consents to the use in accordance with the U.S. securities laws of such registration statement (or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by the Stockholder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement copies of or prospectus);
(iii) use its reasonable best efforts to keep such registration statement as proposed effective until (A) with respect to be filed, and thereafter the Company will furnish a registration statement filed pursuant to such Shareholder and underwriter, if anySection 5.1 hereof, such number of copies time as all of such Registrable Securities subject thereto shall have been disposed of in accordance with such registration statement and (B) with respect to any other registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in date that is 45 days after the date such registration statement is initially declared effective (including each preliminary prospectusor such shorter period as shall terminate when all of the securities covered by the registration statement have been disposed or withdrawn, or if such registration statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the underwriters for such offering, a prospectus is required under the Securities Act to be delivered in connection with sales of Registrable Securities by an underwriter or dealer (but not in excess of 90 days) (the “Effective Period”), prepare and file with the SEC such amendments, post-effective amendments and supplements to the registration statement and the prospectus as may be necessary to maintain the effectiveness of the registration for the Effective Period) and cause the prospectus (and any amendments or supplements thereto) to be filed with the SEC;
(iv) use its reasonable best efforts to, as promptly as reasonably practicable, register or qualify the Registrable Securities covered by such registration statement under such other documents securities or “blue sky” laws of such jurisdictions in the United States as are reasonably necessary, keep such Shareholder registrations or qualifications in effect for so long as the registration statement remains in effect, and do any and all other acts and things which may be reasonably necessary to enable the Stockholder, its Subsidiary or any underwriter may reasonably request in order to facilitate consummate the disposition of the Registrable Securities owned by in such Shareholder. Each Shareholder jurisdictions; provided, however, that in no event shall have the right to request that the Company modify be required to (A) qualify to do business as a foreign corporation in any information contained jurisdiction where it would not, but for the requirements of this subparagraph (iv), be required to be so qualified, (B) execute or file any general consent to service of process under the laws of any jurisdiction, (C) take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the securities covered by the registration statement, or (D) subject itself to taxation in any jurisdiction where it would not otherwise be obligated to do so, but for the requirements of this subparagraph (iv);
(v) use its reasonable best efforts to, as promptly as reasonably practicable, cause all Registrable Securities covered by such registration statement, amendment and supplement thereto pertaining if any, to such Shareholder and be listed (after notice of issuance) on the Company shall NYSE or on the principal securities exchange or interdealer quotation system on which the Common Stock is then listed or quoted;
(vi) use its reasonable best efforts to comply promptly notify the Stockholder and the managing underwriter or underwriters, if any, after becoming aware thereof, (A) when the registration statement or any related prospectus or any amendment or supplement thereto has been filed, and, with such requestrespect to the registration statement or any post-effective amendment, providedwhen the same has become effective, however(B) of any request by the SEC or any U.S. state securities authority for amendments or supplements to the registration statement or the related prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company shall not have of any obligation notification with respect to so modify the suspension of the qualification of the Registrable Securities for sale in any information if so doing would cause jurisdiction or the initiation of any proceeding for such purpose, or (E) within the Effective Period of the happening of any event or the existence of any fact as a result of which the registration statement or any post-effective amendment thereto, prospectus to or any amendment or supplement thereto, or any document (including the documents incorporated by reference therein) contain an any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading.;
(cvii) After during the filing Effective Period, use its reasonable best efforts to obtain, as promptly as reasonably practicable, the withdrawal of any order enjoining or suspending the use or effectiveness of the registration statementstatement or any post-effective amendment thereto or the lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction at the earliest date reasonably practicable;
(viii) use its reasonable best efforts to deliver promptly to the Stockholder and the managing underwriters, if any, copies of all correspondence between the Company will (i) cause SEC and the related prospectus Company, its counsel or its auditors and all memoranda relating to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply discussions with the provisions of the Securities Act SEC or its staff with respect to the disposition registration statement (except to the extent such correspondence is currently available via ▇▇▇▇▇) and permit the Stockholder to do such investigation with respect to information contained in or omitted from the registration statement as it deems reasonably necessary for the purpose of conducting due diligence with respect to the Company;
(ix) use its reasonable best efforts to, as promptly as reasonably practicable, provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement during not later than the applicable period in accordance with the intended methods effective date of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.statement;
(dx) The Company will use its reasonable best efforts to (i) register cooperate with the Stockholder and the managing underwriter or qualify underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities covered by such to be sold under the registration statement under such in a form eligible for deposit with the Depository Trust Corporation not bearing any restrictive legends (other securities or blue sky laws of such jurisdictions in than as required by the United States as Depository Trust Corporation) and not subject to any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests stop transfer order with any transfer agent, and (ii) cause such Registrable Securities to be issued in such denominations and registered in such names as the managing underwriters, if any, may request in writing or, if not an Underwritten Offering, in accordance with or approved by such other governmental agencies or authorities as may be necessary by virtue the instructions of the business Stockholder, in each case at least two Business Days prior to any sale of Registrable Securities;
(xi) in the case of an Underwritten Offering, use its reasonable best efforts to, as promptly as reasonably practicable, enter into an underwriting agreement customary in form and operations substance (taking into account the Company’s prior underwriting agreements) for firm commitment underwritten secondary offerings of the nature contemplated by the applicable registration statement, and which underwriting agreement shall include a customary lock-up provision with respect to the Company;
(xii) use its reasonable best efforts to, as promptly as reasonably practicable, obtain an opinion from the Company’s counsel and a “cold comfort” letter from the Company’s independent public accountants (and, if necessary, any other independent certified public accountants addressed to the underwriters in such Underwritten Offering of any Subsidiary of the Company or of any business acquired by the Company for which financial statements and do financial data is, or is required to be, included in the registration statement) in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters in connection with an offering of the nature contemplated by the applicable registration statement;
(xiii) use its reasonable best efforts to, as promptly as reasonably practicable, provide to counsel to the Stockholder and to the managing underwriters, if any, and no later than the time of filing of any and all other acts and things that may document which is to be reasonably necessary incorporated by reference into the registration statement or advisable prospectus (after the initial filing of such registration statement), copies of any such document;
(xiv) use its reasonable best efforts to enable such Shareholder cause its officers to consummate provide reasonable assistance with the disposition marketing of the Registrable Securities owned covered by the registration statement, including, at the recommendation or request of the underwriters, making themselves available to participate in a reasonable and customary number of “road-show,” “one-on-one,” and other customary marketing activities in such Shareholderdomestic locations as reasonably recommended by the underwriter(s);
(xv) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and any applicable national securities exchange; provided and
(xvi) comply with the requirements of Rule 144(c)(1) with respect to public information about the Company.
(b) In the event that the Company will not would be required required, pursuant to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 5.7(a)(vi)(E), (B) subject itself to taxation in any such jurisdiction notify the Stockholder or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statementthe managing underwriter or underwriters, at any time when a prospectus relating thereto is required to be delivered under the Securities Actif any, of the occurrence happening of an any event requiring specified therein, the preparation Company shall, subject to Section 5.3(b), as promptly as practicable, prepare and furnish to the Stockholder and to each such underwriter a reasonable number of copies of a supplement or amendment to such the applicable registration statement, prospectus or prospectus supplement so that, as thereafter delivered to the purchasers of such Registrable SecuritiesSecurities that have been registered pursuant to this Agreement, such prospectus will shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Stockholder agrees that, upon receipt of any notice from the Company pursuant to Section 5.7(a)(vi)(E), it shall, and shall use its reasonable best efforts to, cause any sales or placement agent or agents for the Registrable Securities and the underwriters, if any, to forthwith discontinue disposition of the Registrable Securities until such Person shall have received copies of such amended or supplemented prospectus and, if so directed by the Company, to destroy all copies, other than permanent file copies, then in its possession of the prospectus (prior to such amendment or supplement) covering such Registrable Securities as soon as practicable after the Stockholder’s receipt of such notice.
(c) If requested by the managing underwriter for an Underwritten Offering (primary or secondary) of any equity securities of the Company, the Stockholder agrees not to effect any Transfer of any Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act, and not to effect any Transfer of any other equity security of the Company (in each case, other than as part of such underwritten public offering) during the ten days prior to, and during the 90-day period (or such longer period as the Stockholder agrees with the underwriter of such offering) beginning on, the consummation of any underwritten public offering covered by a registration statement referred to in Section 5.4.
(d) The Stockholder shall furnish to the Company in writing such information regarding the Stockholder and its Subsidiaries and their intended method of distribution of the Registrable Securities as the Company may from time to time reasonably request in order for the Company to comply with its obligations under all applicable securities and other laws and to ensure that the prospectus relating to such Registrable Securities conforms to the applicable requirements of the Securities Act and the rules and regulations thereunder, and such other information reasonably requested by the Company in connection with the performance of its obligations hereunder. The Stockholder shall promptly notify the Company of any inaccuracy or change in information previously furnished by the Stockholder or its Subsidiary to the Company or of the occurrence of any event, in either case as a result of which any prospectus relating to the Registrable Securities contains or would contain 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 therein, in light of the circumstances under which they were made, not misleading misleading, and promptly prepare furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make available to each such Shareholder and file with the SEC any such supplement or amendmentstatements therein, in light of the circumstances under which they were made, not misleading.
(fe) In connection with the case of any Underwritten Offering pursuant to a Takedown Prospectus Supplement or a Demand Registration requested by Statement, or in the CSH Shareholders, case of a registration under Section 5.4 if the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter has entered into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors")therewith, all financial and other records, pertinent corporate documents and properties shares of the Company (collectively, the "Records") as shall Common Stock to be reasonably requested by any included in such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion offering or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort lettersregistration, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.may
Appears in 3 contracts
Sources: Stockholder's Agreement (Horton D R Inc /De/), Stockholder Agreement (Horton D R Inc /De/), Stockholder's Agreement (Forestar Group Inc.)
Registration Procedures. Whenever Shareholders request that If and whenever the Company is ----------------------- required by the provisions of this Agreement to use all commercially reasonable efforts to effect or cause the registration of any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofunder the Securities Act as provided in this Agreement, the Company willshall, subject to as expeditiously as possible:
(a) prepare and file with the provisions SEC a registration statement on an appropriate registration form of such Sections, use its reasonable best efforts to effect the registration and SEC for the sale disposition of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof, and in connection with any such request:
which form (ai) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form shall be selected by counsel for the Company and which form shall (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Stockholders thereof and such registration statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be registered thereunder in accordance with the intended method of distribution thereoffiled therewith, and the Company shall use its all commercially reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company willeffective; provided, if requestedhowever, prior to that before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or "blue sky" laws of any jurisdiction, the Company will furnish, if requested, to one counsel for the Stockholders participating in the planned offering (selected by the Major Stockholder) and the underwriters, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel, and the Company shall not file any registration statement or amendment thereto or any prospectus or supplement theretothereto to which the Stockholders of a majority of the Registrable Securities covered by such registration statement or the underwriters, furnish if any, shall reasonably object in writing;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period (which shall not be required to exceed 150 days in the case of a registration pursuant to Section 2.1 or 120 days in the case of a registration pursuant to Section 2.2) as any seller of Registrable Securities pursuant to such registration statement shall request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;
(c) furnish, without charge, to each Shareholder seller of such Registrable Securities and each underwriter, if any, of the Registrable Securities securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinexhibits), and the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents documents, as such Shareholder or seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that seller (the Company modify any information contained hereby consenting to the use in accordance with all applicable law of each such registration statement, statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto pertaining to thereto) by each such Shareholder seller of Registrable Securities and the Company shall use its reasonable best efforts to comply underwriters, if any, in connection with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing offering and sale of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.prospectus);
(d) The Company will use its all commercially reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or "blue sky sky" laws of such jurisdictions in the United States as any Shareholder holding such sellers of Registrable Securities or any managing underwriter, if any, shall reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company request, and do any and all other acts and things that which may be reasonably necessary or advisable to enable such Shareholder sellers or underwriter, if any, to consummate the disposition of the Registrable Securities owned by in such Shareholder; provided jurisdictions, except that in no event shall the Company will not be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where it would not otherwise be required to qualify not, but for the requirements of this paragraph (d), (B) be required to be so qualified, to subject itself to taxation in any such jurisdiction or (C) to consent to general service of process in any such jurisdiction.;
(e) The Company will immediately promptly notify each Shareholder holding such Stockholder selling Registrable Securities covered by such registration statement and each managing underwriter, if any, (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or "blue sky" laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the registration statement, the prospectus related thereto or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time when the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects, and if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement supplemented or amendment to such prospectus amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.misleading;
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make generally available to its securityholderssecurity holders, as soon as reasonably practicablepracticable after the effective date of the registration statement (and in any event within 16 months thereafter), an earnings statement (which need not be audited) covering a the period of 12 months, at least twelve consecutive months beginning within three months with the first day of the Company's first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 thereunder;
(h) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(i) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Stockholders of a majority of the Registrable Securities or the Major Stockholder participating in such offering shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, provided that the underwriting agreement, if any, shall be reasonably satisfactory in form and substance to the Company. The Stockholders of the Registrable Securities which are to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Stockholders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters and which are of the type customarily provided to institutional investors in secondary offerings; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Selling Stockholder for inclusion in the registration documents;
(j) use all commercially reasonable efforts to obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter, if any, any Initiating Stockholder in the case of a Demand Registration, or to the Major Stockholder participating in any other offering, and furnish to each Stockholder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such Stockholder or underwriter;
(k) deliver promptly to counsel for the selling Stockholders participating in the offering and each underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, other than those portions of any such correspondence or memoranda which contain information subject to attorney-client privilege with respect to the Company, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(l) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;
(n) make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's businesses and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten offering;
(o) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) provide copies of such document to counsel for the selling Stockholders of Registrable Securities and to each managing underwriter, if any, and make the Company's representatives reasonably available for discussion of such document and make such changes in such document concerning the selling Stockholders prior to the filing thereof as counsel for such selling Stockholders or underwriters may reasonably request;
(p) furnish to counsel for the selling Stockholders participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(q) cooperate with the selling Stockholders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the selling Stockholders of Registrable Securities at least three business days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof; and
(r) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities. The Company may require each such Shareholder to promptly furnish in writing as a condition precedent to the Company's obligations under this Section 2.4 that each seller of Registrable Securities as to which any registration is being effected furnish the Company such information regarding such seller and the distribution of the Registrable Securities such securities as the Company may from time to time reasonably request and request, provided that such other information as may shall be legally required used only in connection with such registration.
(k) . Each such Shareholder Stockholder of Registrable Securities agrees that, that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of paragraph (e) of this Section 5.04(e) hereof2.4, such Shareholder Stockholder will forthwith discontinue such Stockholder's disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such ShareholderStockholder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 5.04(e) hereof, 2.4 and, if so directed by the Company, such Shareholder will deliver to the Company (at the Company's expense) all copies, other than any permanent file copies copies, then in such ShareholderStockholder's possession, possession of the most recent prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. In the event that the Company shall give any such notice, the Company shall extend the applicable period during which such registration statement mentioned in paragraph (b) of this Section 2.4 shall be maintained effective (including the period referred to in Section 5.04(a) hereof) extended by the number of days during the such period from and including the date of the giving of such notice pursuant to Section 5.04(e) hereof to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the Company shall make available to such Shareholder a prospectus copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4. If any such registration statement or comparable statement under "blue sky" laws refers to conform with any Stockholder by name or otherwise as the Stockholder of any securities of the Company, then such Stockholder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Stockholder and the Company, to the effect that the holding by such Stockholder of such securities is not to be construed as a recommendation by such Stockholder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such Stockholder will assist in meeting any future financial requirements of Section 5.04(ethe Company, or (ii) hereofin the event that such reference to such Stockholder by name or otherwise is not in the judgment of the Company, as advised by counsel, required by the Securities Act or any similar federal statute or any state "blue sky" or securities law then in force, the deletion of the reference to such Stockholder.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Registration Rights Agreement (MCG Capital Corp), Registration Rights Agreement (MCG Capital Corp), Registration Rights Agreement (MCG Capital Corp)
Registration Procedures. Whenever Shareholders request that If and whenever the Company is required by the provisions hereof to effect the registration of any shares of Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofunder the Act, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and file with the SEC Commission a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities with respect to be registered thereunder in accordance with the intended method of distribution thereof, such securities and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a the period of not less than 180 days the distribution contemplated thereby (or such shorter period in which all determined as herein provided), and promptly provide to the holders of the Registrable Securities ("Sellers") copies of the Holders included in such registration statement shall have actually been sold thereunder).all filings and Commission letters of comment;
(b) The Company will, if requested, prior prepare and file with the Commission such amendments and supplements to filing a such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the latest of: (i) six months after the latest exercise period of the Warrants; (ii) twelve months after the Maturity Date of the Note or prospectus Put Note; or any amendment (iii) two years after the Closing Date, or supplement thereto, furnish Put Closing Date and comply with the provisions of the Act with respect to each Shareholder and each underwriter, if any, the disposition of all of the Registrable Securities covered by such registration statement copies in accordance with the Seller's intended method of disposition set forth in such registration statement as proposed for such period;
(c) furnish to be filedthe Seller, and thereafter the Company will furnish to such Shareholder and underwriter, each underwriter if any, such number of copies of such the registration statement, each amendment statement and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement therein (including each preliminary prospectus) and such other documents as such Shareholder or underwriter persons reasonably may reasonably request in order to facilitate the public sale or their disposition of the Registrable Securities owned securities covered by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall ;
(d) use its reasonable best efforts to comply with register or qualify the Seller's Registrable Securities covered by such registration statement under the securities or "blue sky" laws of such jurisdictions as the Seller and in the case of an underwritten public offering, the managing underwriter shall reasonably request, provided, however, that the Company shall not have for any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not purpose be required to (A) qualify generally to do transact business as a foreign corporation in any jurisdiction where it would is not otherwise be required so qualified or to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.;
(e) The Company will immediately notify each Shareholder holding such list the Registrable Securities covered by such registration statement, statement with any securities exchange on which the Common Stock of the Company is then listed;
(f) immediately notify the Seller and each underwriter under such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence happening of an any event requiring of which the preparation Company has knowledge as a result of a supplement or amendment to which the prospectus contained in such prospectus so thatregistration statement, as thereafter delivered to the purchasers of such Registrable Securitiesthen in effect, such prospectus will not contain includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification light of the underwriting arrangements with the NASD.circumstances then existing;
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and the Seller, any underwriter participating in any disposition distribution pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 statement, and any attorney, accountant or other professional agent retained by any such Shareholder the Seller or underwriter (collectively, the "Inspectors")underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCompany, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any Inspectors the seller, underwriter, attorney, accountant or agent in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Subscription Agreement (Tirex Corp), Subscription Agreement (Ivg Corp), Subscription Agreement (Vianet Technologies Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject to is required by the provisions of such Sections, this Warrant to use its reasonable best efforts to effect the registration and of any of the sale of such Registrable Shares under the Securities in accordance with Act, the intended method of disposition thereof as quickly as practicable, and in connection with any such requestCompany shall:
(a1) The Company will file with the Commission a Registration Statement with respect to such Registrable Shares and use its best efforts to cause that Registration Statement to become and remain effective;
(2) as expeditiously as possible prepare and file with the SEC a registration statement on Commission any form selected by counsel for amendments and supplements to the Company Registration Statement and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in the Registration Statement as may be necessary to keep the Registration Statement effective, in the case of a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it and, in the case of any other offering, until the earlier of the sale of all Registrable Shares covered thereby or 120 days after the effective date thereof;
(3) as expeditiously as possible furnish to each selling Stockholder such registration statement (reasonable numbers of copies of the prospectus, including each a preliminary prospectus) , in conformity with the requirements of the Securities Act, and such other documents as such Shareholder or underwriter the selling Stockholder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities Shares owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall selling Stockholder; and
(4) as expeditiously as possible use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities Shares covered by such registration statement the Registration Statement under such other the securities or blue sky Blue Sky laws of such jurisdictions in states as the United States as any Shareholder holding such Registrable Securities selling Stockholders shall reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company request, and do any and all other acts and things that may be reasonably necessary or advisable desirable to enable such Shareholder the selling Stockholders to consummate the public sale or other disposition in such states of the Registrable Securities Shares owned by such Shareholderthe selling Stockholder; provided provided, however, that the Company will shall not be required to in connection with this Subparagraph (A4) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction as a foreign corporation or (C) execute a general consent to general service of process in any such jurisdiction.
(e) The . If the Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a has delivered preliminary or final prospectuses to the selling Stockholders and after having done so the prospectus relating thereto is required amended to be delivered under comply with the requirements of the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint promptly notify the underwriter or underwriters chosen by CSHselling Stockholders and, if requested, the selling Stockholders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Company. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate shall promptly provide the disposition of such Registrable Securitiesselling Stockholders with revised prospectuses and, including the engagement of a "qualified independent underwriter" in connection with the qualification following receipt of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Companyrevised prospectuses, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as selling Stockholders shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees free to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution resume making offers of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registrationShares.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Warrant Agreement (Enterworks Inc), Warrant Agreement (Telos Corp), Common Stock Purchase Warrant (Telos Corp)
Registration Procedures. Whenever Shareholders request that the Company is required by the provisions of this Agreement to use commercially reasonable efforts to effect or cause the registration of any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofunder the Securities Act as provided in this Agreement, the Company willCompany, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible shall prepare and file with the SEC a the requisite registration statement on any statement, which shall comply as to form selected by counsel for in all material respects with the Company and which form shall be available for the sale requirements of the Registrable Securities applicable form and shall include all financial statements required by the SEC to be registered thereunder in accordance with the intended method of distribution thereoffiled therewith, and use its commercially reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company willprovided, if requestedhowever, prior to that before filing a registration statement or prospectus or any amendment amendments or supplement supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, or any Issuer Free Writing Prospectus related thereto, the Company will furnish to each Shareholder one counsel for the Holders participating in the planned offering (selected by the Majority Participating Holders) and each the lead managing underwriter, if any, of the Registrable Securities covered by such registration statement copies of all such registration statement as documents proposed to be filedfiled (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel, and thereafter the Company will furnish shall not file any registration statement or amendment thereto, any prospectus or supplement thereto or any Issuer Free Writing Prospectus related thereto to such Shareholder and underwriterwhich the Majority Participating Holders or the underwriters, if any, shall reasonably object);
(b) shall prepare and file with the SEC such number of copies of such registration statement, each amendment amendments and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in supplements to such registration statement (including each preliminary prospectus) and the prospectus used in connection therewith as may be necessary to keep such other documents registration statement effective for such period as such Shareholder or underwriter may reasonably request in order to facilitate the disposition any seller of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right pursuant to request that the Company modify any information contained in such registration statement, amendment statement shall request and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;
(c) shall furnish, without charge, to each seller of such Registrable Securities and each underwriter, if any, of the securities covered by such registration statement or supplement to such number of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement, each preliminary prospectus and (iii) promptly notify each Shareholder holding Issuer Free Writing Prospectus utilized in connection therewith, all in conformity with the requirements of the Securities Act, and such other documents as such seller and underwriter reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller, and shall consent to the use in accordance with all applicable law of each such registration statement, each amendment thereto, each such prospectus, preliminary prospectus or Issuer Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.prospectus;
(d) The Company will shall use its commercially reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions in the United States as any Shareholder holding such sellers of Registrable Securities or any managing underwriter, if any, reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company shall request, and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder sellers or underwriter, if any, to consummate the disposition of the Registrable Securities owned by in such Shareholder; provided jurisdictions, except that in no event shall the Company will be required to qualify to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 2.4(d), it would not be required to (A) qualify generally be so qualified, to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) to consent to general service of process in any such jurisdiction.;
(e) The Company will immediately shall promptly notify each Shareholder holding such Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any:
(i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration statement or any Issuer Free Writing Prospectus has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose;
(v) of the existence of any fact of which the Company becomes aware which results in the registration statement, the prospectus related thereto, any document incorporated therein by reference, any Issuer Free Writing Prospectus or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and
(vi) if at any time when the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company, subject to the provisions of Section 2.1(c), promptly shall prepare and file with the SEC, and furnish to each seller and each underwriter, if any, a reasonable number of copies of, a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement supplemented or amendment to such prospectus amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.misleading;
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make generally available to its securityholderssecurity holders, as soon as reasonably practicablepracticable after the effective date of the registration statement (and in any event within 90 days after the end of such 12 month period described hereafter), an earnings statement statement, which need not be audited, covering a the period of at least 12 months, consecutive months beginning within three months with the first day of the Company’s first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 thereunder;
(g) shall use commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be authorized to be listed on a national securities exchange if shares of the particular class of Registrable Securities are at that time, or will be immediately following the offering, listed on such exchange;
(h) shall provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(i) shall enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Majority Participating Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders of the Registrable Securities that are to be distributed by any underwriters shall be parties to any such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters);
(j) shall use commercially reasonable efforts to obtain an opinion from the Company’s counsel and a “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter, if any;
(k) shall use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(l) shall provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;
(m) shall make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters, taking into account the needs of the Company’s businesses and the requirements of the marketing process, in the marketing of Registrable Securities in any underwritten offering;
(n) shall promptly prior to the filing of any document that is to be incorporated by reference into the registration statement or the prospectus, and prior to the filing of any Issuer Free Writing Prospectus, provide copies of such document to counsel for the selling holders of Registrable Securities and to each managing underwriter, if any, and make the Company’s representatives reasonably available for discussion of such document and make such changes in such document concerning the selling holders prior to the filing thereof as counsel for such selling holders or underwriters may reasonably request;
(o) shall cooperate with the sellers of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the sellers of Registrable Securities at least three Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof;
(p) shall take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities;
(q) shall not take any direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(r) shall cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; and
(s) shall take all reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any registration covered by Section 2.1 or 2.2 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company may require as a condition precedent to the Company’s obligations under this Section 2.4 that each seller of Registrable Securities as to which any registration is being effected furnish the Company such Shareholder to promptly furnish information in writing to the Company information regarding such seller and the distribution of the such Registrable Securities as the Company may from time to time reasonably request may request; provided, that such information is necessary for the Company to consummate such registration and such other information as may shall be legally required used only in connection with such registration.
(k) . Each such Shareholder seller of Registrable Securities agrees that, that upon receipt of any notice from the Company of the happening of any event of the kind described in under Section 5.04(e) hereof2.4(e)(v), such Shareholder seller will forthwith discontinue such seller’s disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's seller’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such noticeprospectus. In the event that the Company shall give any such notice, the Company shall extend the applicable period during which such registration statement set forth in Section 2.4(b) shall be maintained effective (including the period referred to in Section 5.04(a) hereof) extended by the number of days during the such period from and including the date of the giving of such notice pursuant to Section 5.04(e) hereof to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the Company shall make available to such Shareholder a prospectus copies of the supplemented or amended prospectus. If any such registration statement or comparable statement under “blue sky” laws refers to conform with any Holder by name or otherwise as the Holder of any securities of the Company, such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of Section 5.04(ethe Company or (ii) hereofin the event that such reference to such Holder by name or otherwise is not in the judgment of the Company, as advised by counsel, required by the Securities Act or any similar federal statute or any state “blue sky” or securities law then in force, the deletion of the reference to such Holder.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 3 contracts
Sources: Registration Rights Agreement (Del Frisco's Restaurant Group, Inc.), Registration Rights Agreement (Del Frisco's Restaurant Group, LLC), Registration Rights Agreement (Del Frisco's Restaurant Group, LLC)
Registration Procedures. Whenever Shareholders request that any Registrable Securities are to be registered pursuant to Section 5.01 or 5.02 hereof2, the Company will, subject to the provisions of such Sections, will use its reasonable best efforts diligence to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, practicable and in accordance with the provisions of Section 2. In connection with any such requestoffering of Registrable Securities pursuant to the Agreement, the Company shall as expeditiously as possible:
(a) The Company will as expeditiously as possible prepare and file with the SEC Commission a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of that includes the Registrable Securities requested to be registered thereunder included therein in accordance with the intended method of distribution thereof, Section 2 and use its reasonable best efforts diligence to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company willeffective; provided, if requestedhowever, prior to that at least five Business Days before filing a registration statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference therein, the Company will furnish to each Shareholder the Holder, and each underwriterthe underwriters, if any, draft copies of all such documents proposed to be filed, which documents will be subject to the review of the Holder and such underwriters, and the Company will not file any registration statement or prospectus or amendment or supplement thereto (including such documents incorporated by reference) to which the Holder or the underwriters with respect to such Registrable Securities, if any, shall reasonably object within five days of receipt of any of such documents; and provided further, however, that if the Company, in the case of a Piggyback Registration, despite the reasonable objection of the Holder, desires to proceed with the registration of its shares, the Holder may withdraw the Registrable Securities from being included in such offering, using its good-faith efforts to minimize delay caused by such withdrawal, and the Company may then, notwithstanding anything to the contrary in the immediately preceding proviso, proceed with such offering; the Company and the Holder acknowledge that such withdrawal by the Holder will delay such offering for as much time as is necessary to amend such registration statement or prospectus to reflect the withdrawal of such Registrable Securities from such offering;
(b) prepare and file with the Commission such amendments and post- effective amendments to the registration statement as may be necessary to keep the registration statement effective for a period of six months (or such shorter period which will terminate when all Registrable Securities covered by such registration statement copies have been sold or withdrawn, but not prior to the expiration of such registration statement as proposed the 90-day period referred to be filed, in Section 4(3) of the 1933 Act and thereafter the Company will furnish to such Shareholder and underwriterRule 174 thereunder, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinapplicable), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would ; cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities 1933 Act, (ii) ; and comply with the provisions of the Securities 1933 Act applicable to it with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such the prospectus; the Company shall not be deemed to have complied with its obligations hereunder to keep a registration statement of effective during the applicable period if it voluntarily takes any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions action that would result in the United States as any Shareholder holding prevention of the Holder from selling such Registrable Securities reasonably during that period unless such action is required under applicable law;
(in light c) furnish to the Holder and the underwriter or underwriters, if any, without charge, such reasonable number of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue conformed copies of the business registration statement and operations any post-effective amendment thereto and such reasonable number of copies of the Company prospectus (including each preliminary prospectus) and do any amendments or supplements thereto, and all other acts and things that any documents incorporated by reference therein, as the Holder or underwriter may be reasonably necessary or advisable request in order to enable such Shareholder to consummate facilitate the disposition of the Registrable Securities owned being sold by such Shareholder; provided the Holder (it being understood that the Company will not be required consents to (A) qualify generally to do business the use of the prospectus and any amendment or supplement thereto by the Holder and the underwriter or underwriters, if any, in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service connection with the offering and sale of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such the Registrable Securities covered by such registration statement, the prospectus or any amendment or supplement thereto);
(d) notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act, when the Company becomes aware of the occurrence happening of an any event requiring as a result of which the preparation prospectus included in such registration statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading and promptly prepare and make available misleading;
(e) use reasonable diligence to cause all Registrable Securities included in such registration statement to be listed, by the date of the first sale of Registrable Securities pursuant to such registration statement, on each such Shareholder and file with securities exchange on which the SEC any such supplement Common Stock of the Company is then listed or amendment.proposed to be listed, if any;
(f) In make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the 1933 Act no later than 45 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement, which earnings statement shall cover said 12-month period, which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on such forms and reports as the Company may be required to file under the Exchange Act and otherwise complies with Rule 158 under the 1933 Act as soon as feasible;
(g) notify the Holder of any stop order issued or threatened by the Commission in connection with therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered, and make every reasonable effort to obtain the withdrawal of any Demand Registration order suspending the effectiveness of the registration statement at the earliest possible moment;
(h) if requested by the CSH Shareholdersmanaging underwriter or underwriters, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or the Holder reasonably requests to be included therein, including, without limitation, the Company shall appoint purchase price being paid therefor by such underwriter or underwriters and any other terms of the underwritten offering of such Registrable Securities (excluding, however, information with respect to the number of Registrable Securities being sold to such underwriter or underwriters by the Holder), and promptly make all required filings of such prospectus supplement or post-effective amendment;
(i) as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement, deliver to the Holder as many copies of that document as may be reasonably requested by the Holder;
(j) on or prior to the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the Holder the underwriter or underwriters chosen underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Securities covered by CSH. The the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as the Holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject; and provided, further, however, that while it is the present intention of the Holder to cooperate with the Company to keep the costs of compliance with state blue sky laws to a minimum, the Holder shall have the right to require compliance by the Company with the blue sky laws of as many states as the managing underwriter deems reasonably necessary in its good faith judgment to realize the maximum possible value for the Registrable Securities included in such registration statement;
(k) cooperate with the Holder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing securities to be sold under the registration statement and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, may request, subject to the underwriters' obligation to return any certificates representing securities not sold;
(l) use reasonable diligence to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such securities;
(m) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other reasonable actions as are the Holder or the underwriters retained by the Holder participating in an underwritten public offering, if any, reasonably required request in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.;
(gn) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and the Holder, any underwriter participating in any disposition pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 statement, and any attorney, accountant or other professional agent retained by any such Shareholder seller or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") ), as shall be reasonably requested by any such Person, necessary to enable them to exercise their due diligence responsibility; and cause the Company's officers, directors and employees to supply make available for inspection and/or copying all information Records reasonably requested by any Inspectors such Inspector in connection with such registration statement.; and
(ho) The Company will furnish to each list such Shareholder securities on or with a national securities exchange (if requested by such Shareholderwhich term shall include the NASDAQ National Market System) and comply with all applicable exchange listing requirements and rules and regulations thereof;
(p) use reasonable diligence to each such underwriter, if any, obtain a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort "cold comfort" letter or comfort letters from the Company's independent public accountants, each accountants in customary form and covering such matters of the type customarily covered by opinions or cold comfort letters, letters covering registration statements similar to the registration statement at issue as the case may be, as a majority of such Shareholders or the managing underwriter therefor Holder reasonably requests.
(i) . The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees thatHolder, upon receipt of any notice from the Company of the happening occurrence of any event of the kind described in subsection (d) of this Section 5.04(e) hereof3.1, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholderthe Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (d) of this Section 5.04(e3.1 and copies of any additional or supplemental filings which are incorporated by reference in the prospectus, or until it is advised in writing (the "Advice") hereof, and, if by the Company that the use of the prospectus may be resumed. If so directed by the Company, such Shareholder will the Holder shall deliver to the Company (at the Company's expense) all copiescopies in its possession or control, other than any permanent file copies then in such Shareholderthe Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such noticeSecurities. In the event that the Company shall give any such notice, the Company shall extend the period during which such registration statement time periods mentioned in subsection (b) of this Section 3.1 shall be maintained effective (including the period referred to in Section 5.04(a) hereof) extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 5.04(e) hereof to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the Company shall make available to such Shareholder a prospectus copies of the supplemented or amended prospectus contemplated by subsection (d) of this Section 3.1 hereof or the Advice. If such registration statement refers to conform with the Holder by name or otherwise as the holder of any securities of the Company then the Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to the Holder to the effect that the holding by such Holder of such securities is not to be construed as a recommendation of such Holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that the Holder will assist in meeting any future financial requirements of Section 5.04(ethe Company, or (ii) hereofin the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Us Legal Support Inc), Registration Rights Agreement (Us Legal Support Inc)
Registration Procedures. Whenever Shareholders request In connection with the Registration to be effected pursuant to the Resale Shelf Registration Statement, and whenever the Investor Parties have requested that any Registrable Securities be registered pursuant to Section 5.01 this Agreement or 5.02 hereofhave initiated a Takedown Offering, the Company will, subject to the provisions of such Sections, shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof, and in connection with any such requestpursuant thereto the Company shall as expeditiously as reasonably possible:
(a) The Company will as expeditiously as possible prepare in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder and file with the SEC Commission a registration statement on any form selected by counsel for the Company statement, and which form shall all amendments and supplements thereto and related prospectuses as may be available for the sale of the necessary to comply with applicable securities laws, with respect to such Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or provided that at least five (5) Business Days before filing such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment amendments or supplement supplements thereto, the Company shall furnish to each Shareholder and each underwriter, if any, of counsel selected by the Registrable Securities covered by such registration statement Applicable Approving Party copies of all such registration statement as documents proposed to be filed, which documents shall be subject to the review and thereafter comment of such counsel, and no such document shall be filed with the Commission to which any Investor Party or its counsel reasonably objects);
(b) notify each Investor Party of (i) the issuance by the Commission of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (ii) the receipt by the Company will furnish or its counsel of any notification with respect to such Shareholder and underwriter, if any, such number the suspension of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition qualification of the Registrable Securities owned by for sale in any jurisdiction or the initiation or threatening of any proceeding for such Shareholder. Each Shareholder shall have purpose, and (iii) the right to request that the Company modify any information contained in such effectiveness of each registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.filed hereunder;
(c) After prepare and file with the filing Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the expiration of the registration statement, Effectiveness Period (but not in any event before the Company will (i) cause the related prospectus to be supplemented by expiration of any longer period required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities ActAct or, (iiif such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.statement;
(d) The Company will furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(e) during any period in which a prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission, including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Act;
(f) use its reasonable best efforts to (i) register or qualify the such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in as the United States as any Shareholder holding such Registrable Securities lead underwriter or the Applicable Approving Party reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that which may be reasonably necessary or advisable to enable such Shareholder seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Shareholder; seller (provided that the Company will shall not be required to (Ai) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 5(f), (B) subject itself to taxation in any such jurisdiction or (Cii) consent to general service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction.);
(eg) The Company will immediately promptly notify in writing each Shareholder holding seller of such Registrable Securities covered by (i) after it receives notice thereof, of the date and time when such registration statementstatement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to such registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) after receipt thereof, of any request by the Commission for the amendment or supplementing of such registration statement or prospectus or for additional information, and (iii) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence happening of any event as a result of which the prospectus included in such registration statement contains an event requiring untrue statement of a material fact or omits any fact necessary to make the preparation statements therein not misleading, and, at the request of any such seller, the Company promptly shall prepare, file with the Commission and furnish to each such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.misleading;
(fh) In connection with any Demand Registration requested cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the CSH ShareholdersCompany are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the Company shall appoint generality of the underwriter or underwriters chosen by CSH. The Company will foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with FINRA;
(i) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(j) enter into and perform such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as are the Applicable Approving Party or the underwriters, if any, reasonably required request in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities (including, including without limitation, preparing for and participating in such number of “road shows,” investor presentations and marketing events as the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.underwriters managing such offering may reasonably request);
(gk) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and seller of Registrable Securities, any underwriter participating in any disposition pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional agent retained by any such Shareholder seller or underwriter (collectively, the "Inspectors")underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors managers, directors, employees, agents, representatives and employees independent accountants to supply all information reasonably requested by any Inspectors such seller, underwriter, attorney, accountant or agent in connection with such registration statement.;
(hl) The Company will furnish take all reasonable actions to each such Shareholder ensure that any Free Writing Prospectus utilized in connection with any Demand Registration (if requested by such Shareholder) and to each such underwriterincluding any Shelf Registration), if anyTakedown Offering, a signed counterpartPiggyback Registration or Piggyback Shelf Takedown hereunder complies in all material respects with the Securities Act, addressed to such underwriter and is filed in accordance with the participating Shareholders, of (i) an opinion or opinions of counsel Securities Act to the Company and (ii) extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement of a comfort letter material fact or comfort letters from omit to state a material fact necessary to make the Company's independent public accountantsstatements therein, each in customary form and covering such matters light of the type customarily covered by opinions or comfort letterscircumstances under which they were made, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.not misleading;
(im) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and Commission;
(n) permit any Investor Party who, in its good faith judgment (based on the relevant state blue sky commissionsadvice of counsel), and make available could reasonably be expected to its securityholders, as soon as reasonably practicable, be deemed to be an earnings statement covering underwriter or a period of 12 months, beginning within three months after the effective date controlling Person of the Company to participate in the preparation of such registration or comparable statement and to require the insertion therein of material furnished to the Company in writing, which in the reasonable judgment of such Investor Party and its counsel should be included;
(o) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt or of any notice from order suspending or preventing the Company of the happening use of any event related prospectus or suspending the qualification of the kind described any Common Stock included in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including for sale in any jurisdiction, use its reasonable best efforts promptly to obtain the period referred to in Section 5.04(a) hereof) by the number withdrawal of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.order;
(lp) The Company will use its reasonable best efforts to list cause such Registrable Securities on covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(q) cooperate with the Investor Parties covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities exchange on which to be sold under the Common Stock is then listed registration statement and enable such securities to be in such denominations and registered in such names as the managing underwriter, or on NASDAQ agent, if any, or such Investor Parties may request;
(r) cooperate with each Investor Party covered by the Common Stock is then quoted on NASDAQ not later than registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;
(s) if such registration includes an underwritten Public Offering, use its reasonable best efforts to obtain a cold comfort letter from the Company’s independent public accountants and addressed to the underwriters, in customary form and covering such matters of the type customarily covered by cold comfort letters as the underwriters in such registration reasonably request;
(t) provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten Public Offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed to the underwriters;
(u) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(v) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold;
(w) subject to the terms of Section 2(b) and Section 2(c), if an Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable best efforts to refile the registration statement on Form S-3 and keep such registration statement effective (including by filing a new Resale Shelf Registration or Shelf Registration, if necessary) during the period throughout which such registration statement is required to be kept effective;
(x) cooperate with each Investor Party that holds Registrable Securities being offered and the managing underwriters with respect to an applicable Registration Statement, if any, to facilitate the timely (i) preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be offered pursuant to such Registration Statement, and enable such certificates to be registered in such names and in such denominations or amounts, as the case may be, or (ii) crediting of the Registrable Securities to be offered pursuant to a Registration Statement to the applicable account (or accounts) with The Depository Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian (“DWAC”) system, in any such case as such Investor Party or the managing underwriters, if any, may reasonably request; and
(y) for so long as this Agreement remains effective, (a) cause the Common Stock to be eligible for clearing through DTC, through its DWAC system; (b) be eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock; (c) ensure that the transfer agent for the Common Stock is a participant in, and that the Common Stock is eligible for transfer pursuant to, DTC’s Fast Automated Securities Transfer Program (or the applicable successor thereto); and (d) use its reasonable best efforts to cause the Common Stock not to be at any time subject to any DTC “chill,” “freeze” or similar restriction with respect to any DTC services, including the clearing of shares of Common Stock through DTC, and, in the event the Common Stock becomes subject to any DTC “chill,” “freeze” or similar restriction with respect to any DTC services, use its reasonable best efforts to cause any such “chill,” “freeze” or similar restriction to be removed at the earliest possible time.
Appears in 2 contracts
Sources: Investment Agreement (Capital Senior Living Corp), Investment Agreement (Capital Senior Living Corp)
Registration Procedures. (a) Whenever Shareholders request the Holders have requested that any Registrable Securities be registered pursuant to Section 5.01 this Agreement or 5.02 hereofhave initiated a Shelf Offering, the Company will, subject to the provisions of such Sections, shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof, and in connection with any such requestpursuant thereto the Company shall as expeditiously as possible:
(ai) The Company will as expeditiously as possible in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the SEC Securities and Exchange Commission (subject to the availability of required financial information) a registration statement on any form selected by counsel for the Company statement, and which form shall be available for the sale of the all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to provided that at least five Business Days before filing a registration statement or prospectus or any amendment amendments or supplement supplements thereto, the Company shall furnish to each Shareholder and each underwriterthe counsel selected by the Holder(s) initiating a Demand Registration or, if anyin all other cases, the Holders representing a Majority of the Registrable Securities covered by such registration statement copies of all such registration statement as documents proposed to be filed, which documents shall be subject to the review and thereafter comment of such counsel);
(ii) notify each Holder of Registrable Securities of (A) the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company will furnish or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (C) the effectiveness of each registration statement filed hereunder;
(iii) prepare and file with the Securities and Exchange Commission such amendments and supplements to such Shareholder registration statement and underwriter, if any, such number of copies of the prospectus used in connection therewith as may be necessary to keep such registration statement, each amendment and supplement thereto (statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in each case including all exhibits thereto and documents incorporated accordance with the intended methods of distribution by reference therein), the prospectus included sellers thereof set forth in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request but in order to facilitate any event not before the disposition expiration of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact longer period required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities ActAct or, (iiif such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement statement;
(iv) furnish to such prospectus and (iii) promptly notify each Shareholder holding seller of Registrable Securities covered by thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free-Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of any stop order issued or threatened the Registrable Securities owned by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.seller;
(dv) The Company will use its reasonable best efforts to (i) register or qualify the such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities seller reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that which may be reasonably necessary or advisable to enable such Shareholder seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Shareholder; seller (provided that the Company will shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d)subparagraph, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction.);
(evi) The Company will immediately notify each Shareholder holding seller of such Registrable Securities covered by (A) promptly after it receives notice thereof, of the date and time when such registration statementstatement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the Securities and Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for additional information and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence happening of any event as a result of which the prospectus included in such registration statement contains an event requiring untrue statement of a material fact or omits any fact necessary to make the preparation statements therein not misleading, and, subject to Section 2(f), at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.misleading;
(fvii) In connection with any Demand Registration requested use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the CSH ShareholdersCompany are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the Company shall appoint generality of the underwriter or underwriters chosen by CSH. The Company will foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA;
(viii) use reasonable efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(ix) enter into and perform such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as are the Holders representing a Majority of the Registrable Securities being sold or the underwriters, if any, reasonably required request in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities (including, including the engagement without limitation, effecting a stock split, combination of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.shares, recapitalization or reorganization);
(gx) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and seller of Registrable Securities, any underwriter participating in any disposition pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional agent retained by any such Shareholder seller or underwriter (collectively, the "Inspectors")underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors directors, employees, agents, representatives and employees independent accountants to supply all information reasonably requested by any Inspectors such seller, underwriter, attorney, accountant or agent in connection with such registration statement.;
(hxi) The Company will furnish take all reasonable actions to each such Shareholder (if requested by such Shareholder) and to each such underwriterensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, if any, a signed counterpart, addressed to such underwriter and is filed in accordance with the participating Shareholders, of (i) an opinion or opinions of counsel Securities Act to the Company and (ii) extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement of a comfort letter material fact or comfort letters from omit to state a material fact necessary to make the Company's independent public accountantsstatements therein, each in customary form and covering such matters light of the type customarily covered by opinions or comfort letterscircumstances under which they were made, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.not misleading;
(ixii) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC Securities and the relevant state blue sky commissionsExchange Commission, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a the period of 12 months, at least twelve months beginning within three months with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158;
(xiii) to the extent that a Holder, in its sole and exclusive judgment, might be deemed to be an underwriter of any Registrable Securities or a controlling person of the Company, permit such Holder to participate in the preparation of such registration or comparable statement and allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;
(xiv) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Shares included in such registration statement for sale in any jurisdiction, use reasonable efforts promptly to obtain the withdrawal of such order;
(xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(xvi) cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;
(xvii) cooperate with each Holder of Registrable Securities covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;
(xviii) use its reasonable best efforts to make available the executive officers of the Company to participate with the Holders of Registrable Securities covered by the registration statement and any underwriters in any “road shows” or other selling efforts that may be reasonably requested by the Holders in connection with the methods of distribution for the Registrable Securities;
(xix) in the case of any underwritten Public Offering, use its reasonable best efforts to obtain one or more cold comfort letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the Holders representing a Majority of the Registrable Securities being sold reasonably request;
(xx) in the case of any underwritten Public Offering, use its reasonable best efforts to provide a legal opinion of the Company’s outside counsel, dated the closing date of the Public Offering, in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed to the underwriters and the Holders of such Registrable Securities being sold;
(xxi) if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;
(xxii) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and
(xxiii) if the Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, file a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.
(jb) Any officer of the Company who is a Holder agrees that if and for so long as he or she is employed by the Company or any Subsidiary thereof, he or she shall participate fully in the sale process in a manner customary and reasonable for persons in like positions and consistent with his or her other duties with the Company and in accordance with applicable law, including the preparation of the registration statement and the preparation and presentation of any road shows.
(c) The Company may require each such Shareholder Holder requesting, or electing to promptly participate in, any registration to furnish in writing to the Company such information regarding such Holder and the distribution of the such Registrable Securities as the Company may from time to time reasonably request in writing and such other information as may be legally is required in connection with to effect any such registration.
(kd) Each such Shareholder agrees thatIf the Holders or any of their respective Affiliates seek to effectuate one or more distribution(s), upon receipt sale(s) or other form of any notice from transfer(s) of all or part of their respective Registrable Securities to their respective direct or indirect equityholders, the Company shall, subject to any applicable lock-ups, work with the foregoing persons to facilitate such distribution in the manner reasonably requested, and such distributee shall have the right to become a party to this Agreement by an executed joinder to this Agreement in the form of Exhibit A attached hereto (a “Joinder”) and thereby have all of the happening rights of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copiesdistributing Holder under this Agreement, other than any permanent file copies then in such Shareholder's possession, the Demand Registration rights of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofLead Investor.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Vita Coco Company, Inc.), Registration Rights Agreement (Vita Coco Company, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant If and whenever Amtran is required to Section 5.01 or 5.02 hereof, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect or cause the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with the intended method of disposition thereof this Section, Amtran shall, as quickly expeditiously as practicable, and in connection with any such requestpossible:
(aA) The Company will as expeditiously as possible prepare and file with the SEC United States Securities and Exchange Commission (the "COMMISSION") a registration statement on any form selected by for which Amtran then qualifies or which counsel for the Company Amtran shall deem appropriate, and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method methods of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective; PROVIDED that Amtran may discontinue any registration as provided in Section 7(a);
(B) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period and comply with the provisions of not less than 180 days (or the Securities Act with respect to the disposition of all securities covered by such shorter registration statement during such period in which all accordance with the intended methods of disposition by the Registrable Securities of the Holders included sellers thereof set forth in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to statement; PROVIDED that before filing with the Commission a registration statement or prospectus or any amendment amendments or supplement supplements thereto, including documents incorporated by reference after the initial filing of any registration statement, Amtran shall (i) furnish to each Shareholder the underwriters and each underwriter, if any, of the Registrable Securities covered to one counsel selected by such registration statement ILFC copies of all such registration statement as documents proposed to be filed, which documents shall be subject to the review of the underwriters and thereafter such counsel, and (ii) notify ILFC of any stop order issued or threatened by the Company will furnish Commission and take all reasonable actions required to prevent the entry of such Shareholder stop order or to remove it if entered;
(C) furnish, without charge, to ILFC and underwriter, if any, each underwriter such number of copies of such the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinthereto), and the prospectus included in such registration statement (including each preliminary prospectus) ), in conformity with the requirements of the Securities Act, and such other documents as such Shareholder or underwriter ILFC may reasonably request in order to facilitate the disposition of the Registrable Securities owned by ILFC;
(D) use its best efforts to register or qualify such Shareholder. Each Shareholder shall have Registrable Securities under such other securities or blue sky laws of such jurisdictions as ILFC, and the right underwriters reasonably requests and do any and all other acts and things which may be reasonably necessary or, advisable to request that enable ILFC and each underwriter to consummate the Company modify any information contained disposition in such registration statementjurisdictions of the Registrable Securities; PROVIDED that Amtran shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (D), amendment and supplement thereto pertaining (ii) subject itself to taxation in any such Shareholder and the Company shall jurisdiction or (iii) consent to general service of process in any such jurisdiction;
(E) use its reasonable best efforts to comply cause the Registrable Securities covered by such registration statement to be registered with or approved by such requestother governmental agencies or authorities as may be necessary by virtue of the business and operations of Amtran to enable ILFC to consummate the disposition of such Registrable Securities;
(F) immediately notify the managing underwriter and ILFC at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event which comes to Amtran's attention if as a result of such event the prospectus included in such registration statement contains 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 Amtran shall promptly prepare and furnish to ILFC a supplement or amendment to such prospectus so that, providedas thereafter delivered to the purchasers of such Registrable Securities, however, that the Company such prospectus shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
; (cG) After the filing of the registration statement, the Company will (i) use its best efforts to cause the related prospectus all such Registrable Securities to be supplemented listed on a national securities exchange and on each securities exchange on which similar securities issued by any required prospectus supplementAmtran are then listed, and as so supplemented enter into such customary agreements including a listing application and indemnification agreement in customary form (PROVIDED that the applicable listing requirements are satisfied), and to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all provide a transfer agent and registrar for such Registrable Securities covered by such registration statement during no later than the applicable period in accordance with the intended methods effective date of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.;
(fH) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as are ILFC or the underwriters reasonably required request in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.customary indemnification;
(gI) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and ILFC, any underwriter participating in any disposition pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 statement, and any attorney, accountant or other professional agent retained by any such Shareholder ILFC or underwriter (collectively, the "InspectorsINSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company Amtran and its subsidiaries (collectively, the "RecordsRECORDS") ), if any, as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the CompanyAmtran's and its subsidiaries' officers, directors and employees to supply all information and respond to all inquiries reasonably requested by any Inspectors such Inspector in connection with such registration statement.. Notwithstanding the foregoing, Amtran shall have no obligation to disclose any Records to the Inspectors in the event Amtran determines that such disclosure is reasonably likely to have an adverse effect on Amtran's ability to assert the existence of an attorney-client privilege with respect thereto;
(hJ) The Company will furnish use its best efforts to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, obtain a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort "cold comfort" letter or comfort letters from the CompanyAmtran's independent public accountants, each accountants in customary form and covering such matters of the type customarily covered by opinions or comfort "cold comfort" letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.; and
(iK) The Company will otherwise use its reasonable best efforts to comply with all applicable rules obtain an opinion of counsel from Amtran's counsel in customary form and regulations covering such matters of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period type customarily covered in opinions of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required counsel in connection with such registrationtransactions.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Purchase and Investor Rights Agreement (Amtran Inc), Purchase and Investor Rights Agreement (Amtran Inc)
Registration Procedures. Whenever Shareholders any Holder or Holders request that any Registrable Securities be registered pursuant to this Section 5.01 or 5.02 hereof5, the Company will, subject to the provisions of such Sections, will use its reasonable best efforts to effect the registration and of the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will will, as expeditiously as possible possible, but in any event within 90 days after the request, prepare and file with the SEC Commission a registration statement on any form selected by for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which until all of the such Registrable Securities have been disposed of (if earlier) (such period, the "Registration Period"); provided, however, that, if the Holders included specify that such registration shall be a Shelf Registration, the Company shall use its reasonable best efforts to effect such Shelf Registration; provided further, that, in the case of a Piggy-Back Registration, if the Company shall furnish to the Holders a certificate signed by its chief executive officer stating that in such officer's good faith judgment it would be significantly disadvantageous to the Company or its shareholders for such a registration statement to be filed as expeditiously as possible, the Company shall have a period of not more than 60 days within which to file such registration statement shall have actually been sold thereunder)measured from the date of receipt of the request in accordance with Section 5.02 hereof.
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder the Holders requesting registration of Registrable Securities and to each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder the Holders requesting registration of Registrable Securities and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder the Holders requesting registration of Registrable Securities or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingHolders.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement the Holders of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue blue-sky laws of such jurisdictions in the United States as any Shareholder holding such the Holders requesting registration of Registrable Securities reasonably (in light of such Shareholder's Holders' intended plan of distribution) requests request and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the Holders to consummate the disposition of the Registrable Securities owned by such Shareholderthe Holders; provided provided, however, that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statementthe Holders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC Holders any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the The Company will make available for inspection by any Shareholder and the Initial Holder requesting registration of Registrable Securities, any underwriter participating in any disposition pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder Initial Holder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. In the event that an Inspector or any of its representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, or similar process) to disclose any of the confidential information contained in the Records, it is agreed that such Inspector or its representative, as the case may be, will provide the Company with prompt notice of such request(s) so that the Company may seek an appropriate protective order or other appropriate remedy and/or waive such Inspector's or its representative's compliance with this provision. In the event that such protective order or other remedy is not obtained, or that the Company grants a waiver hereunder, such inspector or its representative may furnish that portion of the Records which it is legally compelled to disclose. Each Holder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company or its Affiliates unless and until such information is made generally available to the public.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholdersunderwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and make available to its securityholdersthe Holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company will (at its own expense) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed. The Company may require each such Shareholder the Holders requesting registration of Registrable Securities to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees . The Holders agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder the Holders will forthwith discontinue disposition of any Registrable Securities registered pursuant to this Section 5 pursuant to the registration statement covering such Registrable Securities until such Shareholder's the Holders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder the Holders will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's Holders' possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereofRegistration Period) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder the Holder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Warrant Agreement (Angeion Corp/Mn), Warrant Agreement (Angeion Corp/Mn)
Registration Procedures. Whenever Shareholders request that (a) If and whenever the Company is required to effect or cause the registration of any Registrable Securities be registered pursuant to under the Securities Act as provided in Section 5.01 2.1 or 5.02 hereof2.2, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly expeditiously as practicable, and in connection with any such requestpossible:
(ai) The Company will as expeditiously as possible prepare and Prepare and, in any event within 60 calendar days after the end of the period within which requests for registration may be given to the Company, file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the with respect to such Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective, provided that the Company may discontinue any registration of its securities that is being effected pursuant to Section 2.2 at any time prior to the effective date of the registration statement relating thereto.
(ii) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days as may be requested by any Investor (or such shorter period in which all of the if Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(bInvestor are being registered) The Company will, if requested, prior not exceeding sixty days and to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement, provided that before filing a registration statement or supplement prospectus relating to such prospectus the sale of Registrable Securities, or any amendments or supplements thereto, the Company will furnish to counsel and (iii) promptly notify to each Shareholder holding holder of Registrable Securities covered by such registration statement or prospectus, copies of any stop order issued or threatened by all documents proposed to be filed, which documents will be subject to the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry review of such stop order or counsel, and the Company will give reasonable consideration in good faith to remove it if enteredany comments of such counsel.
(diii) The Company will use Furnish to each holder of Registrable Securities covered by the registration statement and to each underwriter, if any, of such Registrable Securities, such number of copies of a prospectus and preliminary prospectus for delivery in conformity with the requirements of the Securities Act, and such other documents, as such Person may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities.
(iv) Use its reasonable best efforts to (i) register or qualify the such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the United States as any Shareholder holding such disposition of the Registrable Securities reasonably owned by such seller, in such jurisdictions, except that the Company shall not for any such purpose be required (A) to qualify to do business as a foreign corporation in light any jurisdiction where, but for the requirements of this Section 2.3(a)(iv), it is not then so qualified, or (B) to subject itself to taxation in any such Shareholder's intended plan jurisdiction, or (C) to take any action which would subject it to general or unlimited service of distributionprocess in any such jurisdiction where it is not then so subject.
(v) requests and (ii) Use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the seller or sellers thereof to consummate the disposition of the such Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdictionSecurities.
(evi) The Company will immediately Immediately notify each Shareholder holding such seller of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities ActAct within the appropriate period mentioned in Section 2.3(a)(ii), of if the occurrence of an event requiring Company becomes aware that the preparation of a supplement or amendment to prospectus included in such prospectus so thatregistration statement, as thereafter delivered to the purchasers of such Registrable Securitiesthen in effect, such prospectus will not contain includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with in the SEC light of the circumstances then existing, and, at the request of any such supplement seller, deliver a reasonable number of copies of an amended or amendmentsupplemented prospectus as may be necessary so 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 material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.
(fvii) Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, in each case as soon as praticable, but not later than 45 calendar days after the close of the period covered thereby (90 calendar days in case the period covered corresponds to a fiscal year of the Company), an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder.
(viii) Use its reasonable best efforts in cooperation with the underwriters to list such Registrable Securities on whatever national securities exchange such securities are then listed.
(ix) In connection with any Demand Registration requested by the CSH Shareholdersevent the offering is an Underwritten Offering, use its reasonable best efforts to obtain a "cold comfort" letter from the independent public accountants for the Company shall appoint in customary form and covering such matters of the underwriter or type customarily covered by such letters and as the underwriters chosen by CSH. The Company will enter into customary agreements and any Investor may reasonably request (if Registrable Securities of such Investor are being registered), in order to effect an underwritten public offering of such Registrable Securities.
(x) Execute and deliver all instruments and documents (including in an Underwritten Offering an underwriting agreement in customary form, including, without limitation, indemnities to the effect and to the extent provided in Section 2.4) and take such other actions and obtain such certificates and opinions as the underwriters and any Investor may reasonably request (if Registrable Securities of such Investor are reasonably required being registered) in order to expedite or facilitate the disposition effect an underwritten public offering of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(gxi) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make Make available for inspection by any Shareholder and the seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to a such registration statement being filed and by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional agent retained by any such Shareholder seller or underwriter (collectively, the "Inspectors")any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCompany, and cause all of the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
(hxii) The Company will furnish Obtain for delivery to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such the underwriter and the participating Shareholders, of (i) or agent an opinion or opinions of from counsel to for the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering in form and scope reasonably satisfactory to such matters of the type customarily covered by opinions underwriter or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requestsagent and their counsel.
(ixiii) The Company will otherwise use its reasonable best efforts Provide and cause to comply with be maintained a transfer agent and registrar (which, in each case, may be the Company) for all applicable rules Registrable Securities covered by such registration statement from and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering after a period of 12 months, beginning within three months after date later that the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(kb) Each such Shareholder agrees thatholder of Registrable Securities will, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e2.1(i) hereofor Section 2.3(a)(vi), such Shareholder will forthwith discontinue disposition of the Registrable Securities pursuant to the any registration statement and prospectus covering such Registrable Securities until until, as applicable, (i) such Shareholderholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e2.3(a)(vi) hereof, and, if so directed by the Company, such Shareholder will deliver or (ii) sales are permitted to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in resume under Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof2.1(i).
(lc) The Company will use its reasonable best efforts If a registration pursuant to list such or described in Section 2.1 or 2.2 involves an Underwritten Offering, each holder of Registrable Securities on agrees, whether or not such holder's Registrable Securities are included in such registration, not to effect any securities exchange on which public sale or distribution, including any sale pursuant to Rule 144 under the Common Stock is then listed Securities Act, of any Registrable Securities, or on NASDAQ if of any security convertible into or exchangeable or exercisable for any Registrable Securities (other than as part of such Underwritten Offering), without the Common Stock is then quoted on NASDAQ not later than consent of the managing underwriter, during a period commencing seven calendar days before and ending 90 calendar days (or such lesser, number as the managing underwriter shall designate) after the effective date of such registration.
(d) If a registration pursuant to or described in Section 2.1 or 2.2 involves an Underwritten Offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing, prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration, unless such holder has agreed with the Company or the managing underwriter to limit its rights under this Section 2.3; provided, however, that if a holder of Registrable Securities that has requested a registration pursuant to Section 2.1 withdraws its request after a registration statement has been filed in response to such request, the Investors shall be deemed to have used one of the two (2) demand registrations provided for under Section 2.1 unless such holder reimburses the Company for all of its costs in connection with preparing and filing such registration statement.
(e) It is understood that in any Underwritten Offering in addition to any shares of stock (the "initial shares") the underwriters have committed to purchase, the underwriting agreement may grant the underwriters an option to purchase up to a number of additional shares of stock (the "option shares") equal to 15% of the initial shares (or such other maximum amount as the NASD may then permit), solely to cover overallotments. Option shares to be sold shall be allocated in accordance with the provisions of Sections 2.1(h) and 2.2(d), as applicable.
Appears in 2 contracts
Sources: Registration Rights Agreement (Apria Healthcare Group Inc), Registration Rights Agreement (Relational Investors LLC)
Registration Procedures. Whenever Shareholders request that If and whenever the Company is required by the provisions hereof to effect the registration of any shares of Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofunder the Act, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and file with the SEC Commission a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities with respect to be registered thereunder in accordance with the intended method of distribution thereof, such securities and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a the period of not less than 180 days the distribution contemplated thereby (or such shorter period in which all determined as herein provided), and promptly provide to the holders of the Registrable Securities copies of the Holders included in such registration statement shall have actually been sold thereunder).all filings and Commission letters of comment;
(b) The Company will, if requested, prior prepare and file with the Commission such amendments and supplements to filing a such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the latest of: (i) six months after the latest exercise period of the Warrants; (ii) twelve months after the Maturity Date of the Note or prospectus Put Note; or any amendment (iii) two years after the Closing Date, or supplement thereto, furnish Put Closing Date and comply with the provisions of the Act with respect to each Shareholder and each underwriter, if any, the disposition of all of the Registrable Securities covered by such registration statement copies in accordance with the Seller's intended method of disposition set forth in such registration statement as proposed for such period;
(c) furnish to be filedthe Seller, and thereafter the Company will furnish to such Shareholder and underwriter, each underwriter if any, such number of copies of such the registration statement, each amendment statement and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement therein (including each preliminary prospectus) and such other documents as such Shareholder or underwriter persons reasonably may reasonably request in order to facilitate the public sale or their disposition of the Registrable Securities owned securities covered by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall ;
(d) use its reasonable best efforts to comply with register or qualify the Seller's Registrable Securities covered by such registration statement under the securities or "blue sky" laws of such jurisdictions as the Seller and in the case of an underwritten public offering, the managing underwriter shall reasonably request, provided, however, that the Company shall not have for any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not purpose be required to (A) qualify generally to do transact business as a foreign corporation in any jurisdiction where it would is not otherwise be required so qualified or to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.;
(e) The Company will immediately notify each Shareholder holding such list the Registrable Securities covered by such registration statement, statement with any securities exchange on which the Common Stock of the Company is then listed;
(f) immediately notify the Seller and each underwriter under such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence happening of an any event requiring of which the preparation Company has knowledge as a result of a supplement or amendment to which the prospectus contained in such prospectus so thatregistration statement, as thereafter delivered to the purchasers of such Registrable Securitiesthen in effect, such prospectus will not contain includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification light of the underwriting arrangements with the NASD.circumstances then existing;
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and the Seller, any underwriter participating in any disposition distribution pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 statement, and any attorney, accountant or other professional agent retained by any such Shareholder the Seller or underwriter (collectively, the "Inspectors")underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCompany, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by any Inspectors the seller, underwriter, attorney, accountant or agent in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Subscription Agreement (Aethlon Medical Inc), Subscription Agreement (Ibiz Technology Corp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant the Company is required to Section 5.01 or 5.02 hereofeffect a registration hereunder (or, as applicable, requested to assist in connection with a sale under a shelf registration statement), the Company will, subject to the provisions of such Sections, shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly promptly as practicable, and and, in connection with any such request, as applicable:
(a) The Company will shall as expeditiously as possible reasonably practicable prepare and file with the SEC a registration statement on any form selected by for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to (i) cause such filed registration statement to become and remain effective for effective, and (ii) promptly update such registration statement so that it does not contain an untrue statement of a period of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not less than 180 days (or such shorter period in which misleading, until all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder); provided that, at the request of any Holder, the intended method of distribution relating to the sale of the Registrable Securities to be registered thereunder shall provide for individual Holders to be named as selling stockholders under such registration statement.
(b) The Company will, if requested, prior Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each Shareholder Holder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will shall furnish to such Shareholder each Holder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Shareholder a Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such ShareholderHolder. Each Shareholder The Holders shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder the Holders, and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation so to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and and, as so supplemented supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers Holders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement the Holders of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required best efforts to prevent the entry of such stop order or to remove it if entered.
(d) The Company will shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities the Holders reasonably (in light of such Shareholder's the Holders’ intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder a Holder to consummate the disposition of the Registrable Securities owned by such Shareholder; Holder, provided that the Company will shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 2.9(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will shall immediately notify each Shareholder holding such Registrable Securities covered by such registration statementthe Holders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder the Holders and file with the SEC any such supplement or amendment.
(f) In The Company shall select an underwriter or underwriters in connection with any Underwritten Offering; provided that, in the event of a Demand Registration requested by the CSH ShareholdersL▇▇▇▇▇ Holders or the Vestar Holders, such underwriter or underwriters shall be selected by the L▇▇▇▇▇ Holders or the Vestar Holders, as the case may be, with the consent of the Company (which consent shall not be unreasonably withheld). In connection with any Underwritten Offering, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities in any such Underwritten Offering, including including, to the extent necessary, the engagement of a "“qualified independent underwriter" ” in connection with the qualification of the underwriting arrangements with the NASDFINRA.
(g) Upon Subject to the execution of confidentiality agreements satisfactory in form and substance reasonably satisfactory to the CompanyCompany in the exercise of its good faith judgment, the Company will make available for inspection by any Shareholder give to the Holders, their counsel and any underwriter participating in any disposition pursuant accountants (i) reasonable and customary access to a registration statement being filed by the Company pursuant to this Section 5.04 its books and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, that, in the opinion of the Board are pertinent corporate documents documents, and properties (ii) such opportunities to discuss the business of the Company (collectivelywith its directors, officers, employees, counsel and the "Records") independent public accountants who have certified its financial statements, as shall be reasonably requested by any such Personappropriate, and cause in the Company's officersreasonable judgment of counsel, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statementthe Holders, to enable them to exercise its due diligence responsibility.
(h) The Company will shall use its reasonable best efforts to furnish to each such Shareholder (if requested by such Shareholder) the Holders and to each such underwriter, if any, a signed counterpart, addressed to the Holders or such underwriter and the participating Shareholdersunderwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountants, each in customary form and covering such matters of the type kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor Holder and the underwriters reasonably requestsrequest.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement Each Holder shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company such information regarding such Holder that is reasonably necessary for the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information regarding such Holder as may be legally required or advisable in connection with such registration.
(kj) Each such Shareholder Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof2.9(e), such Shareholder will Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Holder’s Registrable Securities until such Shareholder's Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof2.9(e), and, if so directed by the Company, such Shareholder will deliver to the Company Holders shall destroy all copies, other than any permanent file copies then in such Shareholder's Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof2.9(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e2.9(e) hereof to the date when the Company shall make available to such Shareholder the Holders a prospectus supplemented or amended to conform with the requirements of Section 5.04(e2.9(e).
(k) hereofThe Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.
(l) The Company will shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.
(m) The Company shall use its reasonable best efforts to list such take all other steps necessary to effect the registration of Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statementcontemplated hereby.
Appears in 2 contracts
Sources: Registration Rights Agreement (Lovell Minnick Partners LLC), Registration Rights Agreement (Vestar Capital Partners Iv Lp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered In connection with the Company's obligations pursuant to Section 5.01 or 5.02 Sections 4.1 and 4.2 hereof, the Company will, subject to the provisions of such Sections, will use its all reasonable best efforts to effect the such registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such requestCompany will promptly:
(a) The Company will as expeditiously as possible prepare and file with the SEC a as soon as practicable after request for registration hereunder the requisite registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, effect such registration and use its all reasonable best efforts to cause such filed registration statement to become effective and to remain continuously effective for a period until the earlier to occur of not less than (x) 180 days (or such shorter period in following the date on which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold is declared effective or (y) the termination of the offering being made thereunder).
(b) The Company will, if requested, prior prepare and file with the SEC such amendments and supplements to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of and the prospectus used in connection therewith as may be necessary to keep such registration statement as proposed effective and to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities shares of Common Stock and Common Stock Equivalents, as the case may be, covered by such registration statement during until such Common Stock and Common Stock Equivalents, as the applicable case may be, has been sold or such lesser period of time as the Company, any seller of such Common Stock and Common Stock Equivalents, as the case may be, or any underwriter is required under the Securities Act to deliver a prospectus in accordance with the intended methods of disposition by the sellers thereof of such Common Stock and Common Stock Equivalents, as the case may be, set forth in such registration statement or supplement to such prospectus prospectus;
(c) furnish to each Stockholder and (iii) promptly notify each Shareholder holding Registrable Securities Permitted Transferee which owns shares of Common Stock or Common Stock Equivalents, as the case may be, covered by such registration statement (the "SELLING STOCKHOLDERS") and the managing underwriter, if any, at least one executed original of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws registration statement and take all reasonable actions required to prevent the entry such number of conformed copies of such stop order or to remove it if entered.registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act as may reasonably be requested by such Selling Stockholder;
(d) The Company will use its all reasonable best efforts to (i) to register or qualify all shares of Common Stock or Common Stock Equivalents, as the Registrable Securities case may be, covered by such registration statement under such other the securities or "blue sky sky" laws of such jurisdictions in where an exemption is not available as the United States as any Shareholder holding such Registrable Securities Selling Stockholders shall reasonably (in light of such Shareholder's intended plan of distribution) requests and request, (ii) cause to keep such Registrable Securities registration or qualification in effect for so long as such registration statement remains in effect and (iii) to be registered with or approved by such take any other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that action which may be reasonably necessary or advisable to enable such Shareholder the Selling Stockholders to consummate the disposition in such jurisdictions of such Common Stock and Common Stock Equivalents, as the Registrable Securities owned by such Shareholder; provided case may be, PROVIDED that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would is not otherwise be required to qualify but for this paragraph (d)then so qualified, (B) subject itself to taxation in any such jurisdiction or (C) consent take any action which would subject it to general service of process in any such jurisdiction.;
(e) The Company will immediately notify each Shareholder holding the Selling Stockholders and the managing underwriter, if any, promptly, and confirm such Registrable Securities covered by such registration statement, at any time advice in writing (i) when a prospectus relating thereto is required or any prospectus supplement or post-effective amendment has been filed, and, with respect to be delivered under a registration statement or any post-effective amendment, when the Securities Actsame has become effective, (ii) of any request by the SEC for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the occurrence issuance by the SEC of an event requiring any stop order suspending the preparation effectiveness of a supplement registration statement or amendment the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the registered securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event or information becoming known which requires the making of any changes in a registration statement or related prospectus so that, as thereafter delivered to the purchasers of that such Registrable Securities, such prospectus documents will not contain an any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available (vi) of the Company's reasonable determination that a post-effective amendment to each such Shareholder and file with the SEC any such supplement or amendment.a registration statement would be appropriate;
(f) In connection with make every reasonable effort to obtain the withdrawal of any Demand Registration requested by order suspending the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement effectiveness of a "qualified independent underwriter" in connection with registration statement, or the lifting of any suspension of the qualification of any of the underwriting arrangements with registered securities for sale in any jurisdiction, at the NASD.earliest possible moment;
(g) Upon execution upon the occurrence of confidentiality agreements in form and substance reasonably satisfactory any event contemplated by clause (e)(v) above, prepare a supplement or post-effective amendment to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a applicable registration statement being filed or related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties purchasers of the Company (collectivelysecurities being sold thereunder, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.statements therein not misleading;
(h) The Company will use its best efforts to furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, the Selling Stockholders a signed counterpart, addressed to such underwriter the Selling Stockholders and the participating Shareholdersunderwriters, if any, of (iA) an opinion or opinions of counsel to for the Company Company, and (iiB) a comfort letter or comfort letters from "comfort" letter, signed by the independent public accountants who have certified the Company's independent public accountantsfinancial statements included or incorporated by reference in such registration statement, each covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in customary form and covering such matters the case of the type accountant's letter, with respect to events subsequent to the date of such financial statements, as are customarily covered by in opinions or of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort lettersletters are customarily dated) and, in the case of the accountant's letter, such other financial matters, and in the case of the legal opinion, such other legal matters, as the case may be, as a majority of such Shareholders Selling Stockholders or the managing underwriter therefor underwriters may reasonably requests.request;
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholders, as soon as reasonably practicable, the Selling Stockholders an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy satisfying the provisions of Section 11(a) of the Securities Act.Act and Rule 158 promulgated thereunder no later than 90 days after the end of any 12-month period beginning after the effective date of a registration statement pursuant to which shares of Common Stock and Common Stock Equivalents, as the case may be, are sold, which statement shall cover such 12-month period;
(j) cooperate with the Selling Stockholders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing shares of Common Stock and Common Stock Equivalents, as the case may be, to be sold; and enable such shares of Common Stock and Common Stock Equivalents, as the case may be, to be in such denominations and registered in such names as the Selling Stockholders or the managing underwriters, if any, may request at least two Business Days prior to any sale of shares of Common Stock or Common Stock Equivalents, as the case may be, to the underwriters;
(k) use its best efforts to cause the shares of Common Stock and Common Stock Equivalents, as the case may be, covered by the applicable registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Stockholder(s) or the underwriters, if any, to consummate the disposition of such shares of Common Stock and Common Stock Equivalents, as the case may be;
(l) cause all shares or units of Common Stock or Common Stock Equivalents, as the case may be, covered by the registration statement to be listed on each securities exchange, if any, on which securities of such class, series and form issued by the Company, if any, are then listed if requested by the managing underwriters, if any, or the holders of a majority of the shares or units of Common Stock or Common Stock Equivalents, as the case may be, covered by the registration statement and entitled hereunder to be so listed;
(m) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD") and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD); and
(n) as soon as practicable prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after initial filing of the registration statement) provide copies of such document to counsel to the Selling Stockholders and to the managing underwriters, if any, and make the Company's representatives available for discussion of such document and consider in good faith making such changes in such document prior to the filing thereof as counsel for such Selling Stockholders or underwriters may reasonably request. The Company may require each such Shareholder Selling Stockholder to promptly furnish in writing to the Company such information regarding such Selling Stockholder and the distribution of the Registrable Securities such securities by such Selling Stockholder as the Company may from time to time reasonably request and such other information as may be legally required in connection writing in order to comply with such registration.
(k) Each such Shareholder agrees the Securities Act. The Selling Stockholders severally agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e4.3(e)(ii), (iii), (iv), (v) or (vi) hereof, such Shareholder they will forthwith discontinue disposition of Registrable Securities pursuant to the such registration statement covering of any shares of Common Stock or Common Stock Equivalents, as the case may be, covered by such Registrable Securities registration statement or prospectus until such Shareholder's their receipt of the copies of the supplemented or amended prospectus contemplated relating to such registration statement or prospectus or until they are advised in writing by the Company that the use of the applicable prospectus may be resumed (and the period of such discontinuance shall be excluded from the calculation of the period specified in clause (x) of Section 5.04(e4.3(a)) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company (at the Company's expense, except as otherwise provided in Section 4.1(c)) all copies, other than any permanent file copies then in such Shareholder's their possession, of the most recent prospectus covering such Registrable Securities securities in effect at the time of receipt of such notice. In the event that The Selling Stockholders agree to furnish the Company shall give such noticea signed counterpart, addressed to the Company shall extend and the period during which underwriters, if any, of an opinion of counsel for the Selling Stockholders covering substantially the same matters with respect to such registration statement shall be maintained effective (including and the period referred to prospectus included therein) as are customarily covered in Section 5.04(a) hereof) by the number opinions of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof selling stockholder's counsel delivered to the date when underwriters in underwritten public offerings of securities (and dated the dates such opinions are customarily dated) and such other legal matters as the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofunderwriters may reasonably request.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Subscription Agreement (Cluett Peabody & Co Inc /De), Stockholders' Agreement (Cluett Peabody & Co Inc /De)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, (a) If and whenever the Company will, subject is required to the provisions of such Sections, use its commercially reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 5.1 and 5.2, the intended method of disposition thereof Company shall as quickly expeditiously as practicable, and in connection with any such requestreasonably possible:
(ai) The Company will as expeditiously as possible prepare and file with the SEC Commission a registration statement on any form selected by counsel for the Company to effect such registration and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities that are not less than 180 days (or such shorter period in which all Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further, that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities of the Holders which are to be included in such registration statement ("Selling Holders") copies of all such documents proposed to be filed, which documents will be subject to the review of (and shall have actually been sold thereunder).reasonably take into account the comments of) such counsel, and such review to be conducted with reasonable promptness;
(bii) The Company willprepare and file with the Commission such amendments, if requested, prior post-effective amendments and supplements to filing a such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or prospectus or any amendment or supplement thereto, sellers thereof set forth in such registration statement;
(iii) furnish to each Shareholder Selling Holder and each underwriter, if any, of the Registrable Securities covered securities being sold by such registration statement Selling Holder such number of conformed copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinexhibits), such number of copies of the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Shareholder or underwriter Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Shareholder. Each Shareholder seller;
(iv) use reasonable best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall have reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the right to request disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company modify shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 5.5(a)(iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction;
(v) use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the NYSE, the NYSE MKT LLC or the NASDAQ Stock Market;
(vi) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities;
(vii) in connection with an Underwritten Offering, obtain for each Selling Holder and underwriter:
(1) an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten secondary offerings by selling shareholders, and
(2) a "comfort" letter (or, in the case of any such Person that does not satisfy the conditions for receipt of a "comfort" letter specified in AU Section 634 of the AICPA Professional Standards, an "agreed upon procedures" letter) signed by the independent registered public accountants who have certified the Company's financial statements included in such registration statement;
(viii) promptly make available for inspection by any Selling Holder, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the "Inspectors"), all financial and other records and pertinent corporate documents of the Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this Section 5.5(a)(viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client or other privilege, or violate a confidentiality obligation, that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and provided, further, that each holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(ix) promptly notify in writing each Selling Holder and the underwriters, if any, of the following events:
(1) the effectiveness of any such registration statement;
(2) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information and when same has been filed and become effective;
(3) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; and
(4) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;
(x) notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such requestas then in effect, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After , and, at the filing request of the registration statementany Selling Holder, the Company will (i) cause the related prospectus promptly prepare and furnish to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions such Selling Holder a reasonable number of the Securities Act with respect to the disposition copies of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or a supplement to or an amendment of such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading misleading;
(xi) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement;
(xii) cooperate with the Selling Holders and promptly prepare the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to each the Company's transfer agent prior to the effectiveness of such Shareholder and file with the SEC any registration statement a supply of such supplement certificates as necessary or amendment.appropriate;
(fxiii) In connection with any Demand Registration requested by use its reasonable best efforts to take or cause to be taken all other actions, and do and cause to be done all other things, necessary or reasonably advisable in the CSH Shareholders, opinion of Selling Holders' counsel to effect the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements registration of such Registrable Securities; and
(including an underwriting agreement in customary formxiv) and take such other actions as are the Selling Holders or the underwriters reasonably required request, upon reasonable prior notice, in order to expedite or facilitate the disposition of such Registrable Securities, including causing the engagement of a "qualified independent underwriter" in connection with the qualification management of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements Company to prepare for and participate in form due diligence and substance reasonably satisfactory drafting sessions and in "road show" presentations and other customary selling efforts; provided that notwithstanding anything to the Companycontrary herein, the Company will make available for inspection by any Shareholder and any underwriter participating shall not be obligated to participate in any disposition pursuant to a registration statement being filed by the Company "road show" pursuant to this Section 5.04 and Agreement within 18 (eighteen) months of any attorney, accountant other "road show" in which the Company has participated or other professional retained by any such Shareholder or underwriter (collectively, will be participating at the "Inspectors"), all financial and other records, pertinent corporate documents and properties request of the Company (collectively, Selling Holders or underwriters selected by the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) Selling Holders. The Company will furnish to may require each such Shareholder (if requested by such Shareholder) Selling Holder and to each such underwriter, if any, a signed counterpart, addressed to furnish the Company in writing such information regarding each Selling Holder or underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority distribution of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and to complete or amend the information required by such other information as may be legally required in connection with such registrationregistration statement.
(kb) Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common shares in underwriting agreements with respect to secondary offerings of common shares for the account of, or on behalf of, selling shareholders. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall (i) furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold, in such denominations as requested and (ii) instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto.
(c) Each such Shareholder Selling Holder agrees that, that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof5.5(a)(ix), such Shareholder will Selling Holder shall forthwith discontinue such Selling Holder's disposition of Registrable Securities pursuant to the applicable registration statement covering such Registrable Securities and prospectus relating thereto until such ShareholderSelling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e5.5(a)(ix) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company Company, at the Company's expense, all copies, other than any permanent file copies copies, then in such ShareholderSelling Holder's possession, possession of the most recent prospectus covering such Registrable Securities current at the time of receipt of such noticenotice relating to such Registrable Securities. In the event that the Company shall give such notice, the Company shall extend the any applicable period during which such registration statement must remain effective pursuant to this Agreement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) extended by the number of days during the period from and including the date of the giving of a notice pursuant to regarding the happening of an event of the kind described in Section 5.04(e5.5(a)(ix) hereof to the date when the Company all such Selling Holders shall make available to receive such Shareholder a prospectus supplemented or amended to conform prospectus and such prospectus shall have been filed with the requirements of Section 5.04(e) hereofCommission.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Shareholder Agreement (Aircastle LTD), Shareholder Agreement (Aircastle LTD)
Registration Procedures. Whenever Shareholders request that any Registrable Securities Security be registered pursuant to Section 5.01 2.01, 2.02 or 5.02 hereof, the Company will, 2.03 subject to the provisions of such Sections, the Company shall use its all commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and and, in connection with any such request:
(a) The Company will shall as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its all commercially reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days one hundred eighty (180) days, or in the case of a Shelf Registration, three (3) years (or such shorter period in which all of the Registrable Securities of the Holders Shareholders included in such registration statement shall have actually been sold thereunder). Any such registration statement shall be an automatically effective registration statement to the extent permitted by the SEC’s rules and regulations.
(b) The Company will, if requested, prior Prior to filing a registration statement or prospectus or any amendment or supplement theretothereto (other than any report filed pursuant to the Exchange Act that is incorporated by reference therein), the Company shall, if requested, furnish to each participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will shall furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424, Rule 430A, Rule 430B or Rule 430C under the Securities Act and such other documents as such Shareholder or underwriter reasonably may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will shall (i) cause the related prospectus to be supplemented by any required prospectus supplementsupplement and, and as so supplemented supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers Shareholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will shall use its all commercially reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions in the United States as any Registering Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's ’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided , provided, however, that the Company will shall not be required to (Ax) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 2.04(d), (By) subject itself to taxation in any such jurisdiction or (Cz) consent to general service of process in any such jurisdiction.
(e) The Company will immediately shall notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) The Shareholders shall have the right to select an underwriter or underwriters in connection with any Public Offering resulting from its exercise of a Demand Registration (including any Underwritten Takedown), if such underwriter or underwriters is reasonably acceptable to the Company. In connection with any Demand Registration requested by the CSH ShareholdersPublic Offering, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities in any such Public Offering, including the engagement of a "“qualified independent underwriter" ” in connection with the qualification of the underwriting arrangements with the NASDFINRA.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to The Company shall make available, at the offices where normally kept, during the Company’s normal business hours, the Company will make available for inspection by any Shareholder who certifies to the Company that it has a current intention to sell and any underwriter participating or which is considering participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 2.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "“Records"”) as shall be reasonably requested by necessary or desirable to enable any such Personof the Inspectors to exercise its due diligence responsibility, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors Inspector in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the Inspector reasonably believes the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Registrable Securities unless and until such information is made generally available to the public. Each Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(h) The Company will shall use commercially reasonable efforts to furnish to each such Registering Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating ShareholdersShareholder or underwriter, of (i) an opinion or opinions of counsel to the Company Company, and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountantsaccountants and (iii) any opinion of a “qualified independent underwriter”, each in customary form and covering such matters of the type kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will shall otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement or such other document covering a period of 12 twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy satisfies the provisions requirements of Section 11(a) of Rule 158 under the Securities Act.
(j) The Company may require each such Shareholder promptly to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof2.04(e), such Shareholder will forthwith shall discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof2.04(e), and, if so directed by the Company, such Shareholder will shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder's ’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof2.04(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e2.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus prospectuses supplemented or amended to conform with the requirements of Section 5.04(e) hereof2.04(e).
(l) The Company will shall use its commercially reasonable best efforts to list such all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which the Common Stock is Shares are then listed or on NASDAQ if traded.
(m) The Company shall have appropriate officers of the Common Stock is then quoted on NASDAQ Company (i) prepare and make presentations at any “road shows” and before analysts and (ii) otherwise use their reasonable efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.
(n) The Company shall designate a transfer agent and registrar for the class or classes or series of securities which includes such Registrable Securities and obtain a CUSIP number for the same, in each case not later than the effective date of such registration statementis declared effective by the SEC.
Appears in 2 contracts
Sources: Registration Rights Agreement (Centerline Holding Co), Registration Rights Agreement (Centerline Holding Co)
Registration Procedures. Whenever Shareholders request any Holder has requested that any Registrable Securities Shares be registered pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject to the provisions of such Sections, will use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereof as quickly promptly as is practicable, and in connection with any such request:
(a) The pursuant thereto the Company will as expeditiously as possible practicable:
(i) prepare and file with the SEC, pursuant to Section 4.1.1(b) with respect to any Demand Registration, a registration statement on any appropriate form under the Securities Act with respect to such Registrable Shares and use its commercially reasonable efforts to cause such registration statement to become effective, provided that as far in advance as the Company deems practicable before filing such registration statement or any amendment thereto, the Company will furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), and any such Holder shall have the opportunity to object to any information relating to such Holder contained therein and the Company will make corrections reasonably requested by such Holder that are reasonably acceptable to the Company with respect to such information prior to filing any such registration statement or amendment;
(ii) except in the case of the Shelf Registration, prepare and file with the SEC a such amendments, post-effective amendments, and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of one hundred eighty (180) days (or such lesser period, if any, ending on any form selected by counsel for the Company date the date on which all the Registrable Shares subject thereto have been sold in the manner set forth and which form shall be available for as contemplated in such registration statement) and comply with the sale provisions of the Registrable Securities Act with respect to be registered thereunder the disposition of all securities covered by such registration statement during such period in accordance with the intended method methods of distribution thereofdisposition by the sellers thereof set forth in such registration statement;
(iii) in the case of the Shelf Registration, prepare and use its reasonable best efforts file with the SEC such amendments and supplements to cause such filed registration statement and the prospectus used in connection therewith as may be necessary to become keep such registration statement effective and remain effective to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of not less than 180 days (or such shorter period in which all of x) 24 months after the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies effective date of such registration statement and (y) the date on which all the Registrable Shares subject thereto have been sold in the manner set forth and as proposed contemplated in such registration statement; provided, however, that notwithstanding the foregoing, the Company may terminate the Shelf Registration at any time after 120 days from the date that the number of Registrable Shares in the Shelf Registration cease to have a market value of at least $10 million, based on the average of the last reported trading prices of the Company’s Common Stock on the Nasdaq National Market (or other securities exchange or over-the-counter market on which the Company’s Common Stock is then traded) over the ten (10) trading days prior to the applicable date of determination; and, provided, further, that the Demanding Stockholders shall notify the Company in writing at least ten (10) days prior to any sale pursuant to such Shelf Registration;
(iv) if requested by the managing underwriter or any seller promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or any seller reasonably requests to be filedincluded therein, including, without limitation, with respect to the Registrable Shares being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and thereafter the Company will promptly make all required filings of such prospectus supplement or post-effective amendment;
(v) furnish to such Shareholder each seller of Registrable Shares and underwriter, if any, the underwriters of the securities being registered such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein)thereto, the prospectus included in such registration statement (including each preliminary prospectus) ), any documents incorporated by reference therein and such other documents as such Shareholder seller or underwriter underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such Shareholder. Each Shareholder shall have seller or the right sale of such securities by such underwriters (it being understood that, subject to request that Section 4.6 and the requirements of the Securities Act and applicable state securities laws, the Company modify consents to the use of the prospectus and any information contained amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Shares covered by the registration statement of which such prospectus, amendment or supplement is a part);
(vi) use its commercially reasonable efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the managing underwriter reasonably requests (or, in the event the registration statement does not relate to an underwritten offering, as the holders of a majority of such Registrable Shares may reasonably request); use its commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable each seller to consummate the disposition of the Registrable Shares owned by such seller in such jurisdictions;
(vii) promptly notify (either orally or in writing) each seller and each underwriter and (if requested by any such Person) confirm such notice in writing (A) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (B) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the initiation of any proceedings for that purpose, and (C) of the happening of any event which requires the making of any changes in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, prospectus or documents so that the Company shall they will not have contain any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplementand, as promptly as practicable thereafter, prepare and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply file with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus SEC and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of furnish a supplement or amendment to such prospectus so that, as thereafter delivered deliverable to the purchasers of such Registrable SecuritiesShares, such prospectus will not contain an any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(viii) permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, relating to such selling Holder and which in the reasonable judgment of such Holder and its counsel should be included;
(ix) make reasonably available members of management of the Company, as reasonably requested by the Holders of a majority of the Registrable Shares included in such registration, for assistance in the selling effort relating to the Registrable Shares covered by such registration, including, but not misleading limited to, the participation of members of the Company’s management in road show presentations; provided, however, that no member of the Company’s management shall be required to so assist or participate to the extent that such assistance or participate materially interferes with such member’s exercise of his or her duties and promptly prepare day-to-day obligations as an officer or employee of the Company;
(x) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, including the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and make generally available to the Company’s securityholders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act as soon as practicable covering at least a twelve (12) month period after the effective date of a registration statement, which earnings statement shall cover at least a twelve (12) month period, and which requirement will be deemed to be satisfied if the Company complies with Rule 158 under the Securities Act;
(xi) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to each the Company’s transfer agent prior to the effectiveness of such Shareholder and file with the SEC any registration statement a supply of such supplement or amendment.certificates;
(fxii) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will promptly make available for inspection by any Shareholder and seller, any underwriter participating in any disposition pursuant to a any registration statement being filed by the Company pursuant to this Section 5.04 statement, and any attorney, accountant or other professional agent or representative retained by any such Shareholder seller or underwriter (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "“Records") ”), as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors such Inspector in connection with such registration statement.; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (xii) if the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information; and provided further, however, that each Holder of Registrable Shares agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential and, in connection therewith, each such Holder of Registrable Shares agrees to cooperate with the Company and accede to the Company’s reasonable requests;
(hxiii) The Company will furnish cause the Registrable Shares included in any registration statement to be (A) listed on each such Shareholder (if requested by such Shareholder) and to each such underwritersecurities exchange, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to on which similar securities issued by the Company are then listed, or (B) quoted on the National Association of Securities Dealers, Inc. Automated Quotation System or the Nasdaq National Market if similar securities issued by the Company are quoted thereon;
(xiv) provide a transfer agent and registrar for all Registrable Securities registered hereunder;
(iixv) a comfort letter or comfort letters from cooperate with each seller and each underwriter participating in the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority disposition of such Shareholders or Registrable Shares and their respective counsel in connection with any filings required to be made with the managing underwriter therefor reasonably requests.National Association of Securities Dealers, Inc.;
(ixvi) The Company will otherwise use its reasonable best efforts during the period when the prospectus is required to comply be delivered under the Securities Act, promptly file all documents required to be filed with all applicable rules and regulations of the SEC and the relevant state blue sky commissionspursuant to Sections 13(a), and make available to its securityholders13(c), as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a14 or 15(d) of the Securities Exchange Act.;
(jxvii) The Company may require notify each seller of Registrable Shares promptly of any request by the SEC for the amending or supplementing of such Shareholder to promptly furnish registration statement or prospectus or for additional information;
(xviii) enter into such agreements (including underwriting agreements in writing to the Company information regarding the distribution of the Registrable Securities managing underwriter’s customary form) as the Company may from time to time reasonably request and such other information as may be legally required are customary in connection with such an underwritten registration.; and
(kxix) Each such Shareholder agrees that, upon receipt advise each seller of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented Shares, promptly after it shall receive notice or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possessionobtain knowledge thereof, of the most recent prospectus covering such Registrable Securities at issuance of any stop order by the time SEC suspending the effectiveness of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including or the period referred to in Section 5.04(a) hereof) by the number initiation or threatening of days during the period from any proceeding for such purpose and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will promptly use its commercially reasonable best efforts to list prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statementstop order should be issued.
Appears in 2 contracts
Sources: Stockholders Agreement (Cowen Group, Inc.), Stockholders Agreement (Cowen Group, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 2.1 and 2.2 hereof, the intended method of disposition thereof Company shall as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and file with the SEC a Commission as soon as practicable the requisite registration statement on any form selected to effect such registration (and shall include all financial statements required by counsel for the Company and which form shall be available for the sale of the Registrable Securities Commission to be registered thereunder in accordance with the intended method of distribution thereof, filed therewith) and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in effective; provided, however, that before filing such registration statement shall have actually been sold thereunder).
(bincluding all exhibits) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement theretothereto or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall as promptly as practicable furnish such documents to each Shareholder the Purchasers and each underwriter, if any, participating in the offering of the Registrable Securities covered by such registration statement copies and their respective counsel, which documents will be subject to the review and comments of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statementPurchasers, each amendment underwriter and supplement thereto (in each case including all exhibits thereto their respective counsel; and documents incorporated by reference therein)provided, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, providedfurther, however, that the Company shall may discontinue any registration of its securities which are not have Registrable Securities at any obligation time prior to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing effective date of the registration statement, statement relating thereto;
(b) notify the Company will (i) cause Purchasers of the related prospectus to be supplemented by any required prospectus supplementCommission's requests for amending or supplementing the registration statement and the prospectus, and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as so supplemented may be necessary to be filed pursuant keep such registration statement effective and to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during for such period as shall be required for the applicable period disposition of all of such Registrable Securities in accordance with the intended methods method of disposition by distribution thereof; provided, that except with respect to any such registration statement filed pursuant to Rule 415 under the sellers thereof set forth Securities Act, such period need not exceed 365 days;
(c) furnish, without charge, to the Purchasers and each underwriter such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement or supplement to such (including each preliminary prospectus and (iiiany summary prospectus) promptly notify each Shareholder holding Registrable and any other prospectus filed under Rule 424 under the Securities covered by Act, in conformity with the requirements of the Securities Act, and such registration statement of any stop order issued or threatened by other documents, as the SEC or any state securities commission under state blue sky laws Purchasers and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.underwriters may reasonably request;
(d) The Company will use its reasonable best efforts to (i) to register or qualify the all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in States of the United States of America where an exemption is not available and as the Purchasers or any Shareholder holding such Registrable Securities managing underwriter shall reasonably (in light of such Shareholder's intended plan of distribution) requests and request, (ii) cause to keep such Registrable Securities registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to be registered with or approved by such take any other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that action which may be reasonably necessary or advisable to enable such Shareholder the Purchasers to consummate the disposition in such jurisdictions of the Registrable Securities owned securities to be sold by such Shareholder; provided the Purchasers, except that the Company will shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this paragraph subsection (d), (B) subject itself be obligated to taxation in any such jurisdiction be so qualified or (C) to consent to general service of process in any such jurisdiction.;
(e) The Company will immediately notify each Shareholder holding such use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the Purchasers to consummate the disposition of such Registrable Securities;
(f) furnish to the Purchasers and each underwriter, if any, participating in the offering of the securities covered by such registration statement, a signed counterpart of (i) an opinion of counsel for the Company, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's or any other entity's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated) and, in the case of the legal opinion, such other legal matters;
(g) promptly notify the Purchasers and each managing underwriter, if any, participating in the offering of the securities covered by such registration statement (i) when such registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission for amendments or supplements to such registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so upon discovery that, or upon the happening of any event as thereafter delivered to a result of which, the purchasers of prospectus included in such Registrable Securitiesregistration statement, such prospectus will not contain as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in the light of the circumstances under which they were made, and in the case of this clause (v), at the request of the Purchasers promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory furnish to the Company, the Company will make available for inspection by any Shareholder Purchasers and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such managing underwriter, if any, participating in the offering of the Registrable Securities, a signed counterpartreasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel as thereafter delivered to the Company purchasers of such 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 in the light of the circumstances under which they were made; and (iivi) a comfort letter or comfort letters from at any time when the Company's independent public accountants, each in customary form representations and covering such matters warranties of the type customarily covered Company contemplated by opinions Section 2.4(a) or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.(b) hereof cease to be true and correct;
(ih) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a the period of 12 months, at least twelve months beginning within three months with the first full calendar month after the effective date of the such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 promulgated thereunder, and promptly furnish to the Purchasers a copy of any amendment or supplement to such registration statement or prospectus;
(ji) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration;
(i) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be listed on the NASDAQ "national market system" or the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if no similar securities are then so listed, use its reasonable best efforts to (x) cause all such Registrable Securities to be listed on a national securities exchange or (y) failing that, secure designation of all such Registrable Securities as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Commission or (z) failing that, to secure NASDAQ authorization for such shares and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such shares with the National Association of Securities Dealers, Inc.;
(k) deliver promptly to counsel to the Purchasers and each underwriter, if any, participating in the offering of the Registrable Securities, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to such registration statement;
(l) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Securities, no later than the effective date of the registration statement; and
(n) in connection with any underwritten public offering, make available its senior executive officers, directors and chairman and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's business) in their marketing of Registrable Securities. The Company may require each such Shareholder the Purchasers to promptly furnish in writing to the Company such information regarding the Purchasers and the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder writing. The Purchasers agrees that, that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (g)(iii) or (v) of this Section 5.04(e) hereof2.3, such Shareholder will forthwith the Purchasers will, to the extent appropriate, discontinue their disposition of Registrable Securities pursuant to the registration statement covering relating to such Registrable Securities until such Shareholder's until, in the case of paragraph (g)(v) of this Section 2.3, their receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 5.04(e) hereof, 2.3 and, if so directed by the Company, such Shareholder will deliver to the Company (at the Company's expense) all copies, other than any permanent file copies copies, then in such Shareholder's their possession, of the most recent prospectus covering relating to such Registrable Securities current at the time of receipt of such notice. In If the event that disposition by the Company shall give such noticePurchasers of their securities is discontinued pursuant to the foregoing sentence, the Company shall extend the period during which such of effectiveness of the registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to and including the date when the Company Purchasers shall make available to such Shareholder a prospectus have received copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 2.3; and, if the Company shall not so extend such period, the Purchasers' request pursuant to conform with which such registration statement was filed shall not be counted for purposes of the requirements of requests for registration to which the Purchasers are entitled pursuant to Section 5.04(e) 2.1 hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp), Registration Rights Agreement (Nextlink Communications Inc /De/)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofIn the event a Covered Person properly exercises its rights under this Article II (on each occurrence, the Company willan “Exercising Covered Person”), subject to the provisions of such Sectionsthe applicable sections of Article II, the Company shall use its commercially reasonable best efforts to effect the registration and the sale of such the Registrable Securities Securities, in accordance with the intended method of disposition thereof as quickly promptly as practicable, and and, in connection with any such request:request (to the extent applicable, in the case of a registration pursuant to Section 2.1):
(a) The Company will shall as expeditiously as possible reasonably practicable prepare and file with the SEC a registration statement on any form selected by for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its commercially reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which effective, until all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder. The Company in its sole discretion may condition the inclusion of Registrable Securities in a registration upon the timely provision by a holder selling Registrable Securities in such registration of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such registration).
(b) The Company will, if requested, prior Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each Shareholder an Exercising Covered Person and each underwriter, if any, of the Registrable Securities covered by such registration statement statement, copies of such registration statement as proposed to be filed, and thereafter the Company will shall furnish to such Shareholder an Exercising Covered Person and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Shareholder an Exercising Covered Person or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholdersubject to registration. Each Shareholder An Exercising Covered Person shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder an Exercising Covered Person or its members and the Company shall use its all commercially reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation so to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and and, as so supplemented supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof Exercising Covered Person or its members, as applicable, set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement the Exercising Covered Person of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required best efforts to prevent the entry of such stop order or to remove it if entered.
(d) The Company will shall use its commercially reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities the Exercising Covered Person or its members, as applicable, reasonably (in light of such Shareholder's the intended plan of distributiondistribution of the Exercising Covered Person or its members, as applicable,) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder an Exercising Covered Person or its members, as applicable, to consummate the disposition of the Registrable Securities owned by such Shareholder; Exercising Covered Person or its members, as applicable, provided that the Company will shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 2.5(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will shall immediately notify each Shareholder holding such Registrable Securities covered by such registration statementan Exercising Covered Person, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder an Exercising Covered Person and file with the SEC any such supplement or amendment.
(f) The Company shall select an underwriter or underwriters in connection with any Public Offering; provided that, in the event of a Takedown or a Demand Registration, such underwriter or underwriters shall be reasonably acceptable to ICGH LLC. In connection with any Demand Registration requested by the CSH ShareholdersPublic Offering, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities in any such Public Offering, including including, to the extent necessary, the engagement of a "“qualified independent underwriter" ” in connection with the qualification of the underwriting arrangements with the NASDFINRA.
(g) Upon Subject to the execution of confidentiality agreements satisfactory in form and substance reasonably satisfactory to the CompanyCompany in the exercise of its good faith judgment, the Company will make available for inspection by any Shareholder give to ICGH LLC, its counsel and any underwriter participating in any disposition pursuant accountants (i) reasonable and customary access to a registration statement being filed by its books and records and (ii) such opportunities to discuss the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties business of the Company (collectivelywith its directors, officers, employees, counsel and the "Records") independent public accountants who have certified its financial statements, as shall be reasonably requested by any such Personappropriate, and cause in the Company's officersreasonable judgment of counsel to ICGH LLC, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statementenable it to exercise its due diligence responsibility.
(h) The Company will shall use its commercially reasonable efforts to furnish to each such Shareholder (if requested by such Shareholder) an Exercising Covered Person and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating ShareholdersExercising Covered Person or such underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountants, each in customary form and covering such matters of the type kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter Exercising Covered Person therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement An Exercising Covered Person shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required or advisable in connection with such registration.
(kj) Each such Shareholder An Exercising Covered Person agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof2.5(e), such Shareholder will an Exercising Covered Person shall forthwith discontinue disposition of the Registrable Securities pursuant to the registration statement covering such Registrable Securities (and will notify its members who are disposing of Registrable Securities pursuant to such registration statement to discontinue such disposition), until such Shareholder's Exercising Covered Person’s receipt and distribution to its members, as applicable, of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof2.5(e), and, if so directed by the Company, such Shareholder will Exercising Covered Person shall deliver to the Company all copies, other than any permanent file copies copies, then in such Shareholder's possessionExercising Covered Person or its members’ possessions, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof2.5(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e2.5(e) hereof to the date when the Company shall make available to such Shareholder Exercising Covered Person a prospectus supplemented or amended to conform with the requirements of Section 5.04(e2.5(e).
(k) hereofThe Company shall use its commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.
(l) The Company will shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts, as the case may be, and (ii) otherwise use its their commercially reasonable best efforts to list such cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statementSecurities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Imperial Capital Group, Inc.), Registration Rights Agreement (Imperial Capital Group, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject to is required ----------------------- by the provisions of such Sections, this Agreement to use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company shall, as expeditiously as possible:
(a) prepare and file with the sale Commission a registration statement on an appropriate registration form of the Commission for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof, and in connection with any such request:
which form (ai) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form shall be selected by counsel for the Company and which form shall (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be registered thereunder in accordance with the intended method of distribution thereoffiled therewith, and the Company shall use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company willprovided, if requestedhowever, prior to that before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, the Company will furnish, if requested, to one counsel for the Holders participating in the planned offering (selected by the Holders making the Demand Registration Request, in the case of a registration pursuant to Section 2.1, and selected by the Holders of a majority of the Registrable Securities included in such registration, in the case of a registration pursuant to Section 2.2) and the underwriters, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel, and the Company shall not file any registration statement or amendment thereto or any prospectus or supplement theretothereto to which the holders of a majority of the Registrable Securities covered by such registration statement or the underwriters, furnish if any, shall reasonably object in writing);
(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period (which shall not be required to exceed the shorter of (i) 150 days in the case of a registration pursuant to Section 2.1 or 120 days in the case of a registration pursuant to Section 2.2 or (ii) such shorter period when all Registrable Securities covered by such registration statement shall have been sold in the manner set forth and as contemplated in such registration statement) as any seller of Registrable Securities pursuant to such registration statement shall request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;
(c) furnish, without charge, to each Shareholder seller of such Registrable Securities and each underwriter, if any, of the Registrable Securities securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinexhibits), and the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents documents, as such Shareholder or seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that seller (the Company modify any information contained hereby consenting to the use in accordance with all applicable law of each such registration statement, statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto pertaining to thereto) by each such Shareholder seller of Registrable Securities and the Company shall use its reasonable best efforts to comply underwriters, if any, in connection with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing offering and sale of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.prospectus);
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other state securities or "blue sky sky" laws of such jurisdictions in within the United States as any Shareholder holding such sellers of Registrable Securities or any managing underwriter, if any, shall reasonably (request in light writing in advance of the effectiveness of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company registration statement, and do any and all other acts and things that may be as are reasonably necessary or advisable to enable such Shareholder sellers or underwriter, if any, to consummate the disposition of the Registrable Securities owned by in such Shareholder; provided jurisdictions, except that in no event shall the Company will not be required to (A) qualify generally to do business as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify not, but for the requirements of this paragraph (d), (B) be required to be so qualified, to subject itself to taxation in any such jurisdiction or (C) to consent to general service of process in any such jurisdiction.;
(e) The Company will immediately promptly notify each Shareholder holding such Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the state securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the registration statement, the prospectus related thereto or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading; and (vi) if at any time when the representations and warranties contemplated by Section 3 below cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement supplemented or amendment to such prospectus amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading and promptly prepare and make available misleading; provided, however, that the Company may postpone taking -------- ------- action with respect to each such Shareholder and file with the SEC any such a supplement or amendment.amendment to the applicable registration statement or a supplement or amendment to the related prospectus or any document incorporated or deemed to be incorporated therein by reference if the Board of Directors of the Company, in its good faith judgment, determines that the registration of Registrable Securities related to such registration statement or prospectus should not be made or continued due to the existence of a Valid Business Reason, provided that such postponement may only take place until such Valid Business Reason no longer exists, but in no event for more than six months;
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and make generally available to its securityholderssecurity holders, as soon as reasonably practicablepracticable after the effective date of the registration statement (and in any event within 16 months thereafter), an earnings statement (which need not be audited) covering a the period of 12 months, at least twelve consecutive months beginning within three months with the first day of the Company's first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 thereunder;
(ji) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering cause all such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated covered by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall to be maintained effective (including listed on the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any principal securities exchange on which similar securities issued by the Common Stock Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if no similar securities are then so listed, cause all such Registrable Securities to be listed or on a national securities exchange or, failing that, secure designation of all such Registrable Securities as a National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") "national market system security" within the meaning of Rule 11Aa2-1 of the Commission or, failing that, secure NASDAQ if authorization for such shares and, without limiting the Common Stock is then quoted on NASDAQ generality of the foregoing, take all actions that may be required by the Company as the issuer of such Registrable Securities in order to facilitate the managing underwriter's arranging for the registration of at least two market makers as such with respect to such shares with the National Association of Securities Dealers, Inc. (the "NASD");
(h) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement.;
(i) enter into such customary and reasonable agreements (including, if applicable, an underwriting agreement) and take such other appropriate actions as the Holders of a majority of the Registrable Securities participating in such offering shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, provided that the underwriting agreement, if any, shall be reasonably satisfactory in form and substance to the Company. The Holders of the Registrable Securities which are to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters and which are of the type customarily provided to institutional investors in secondary offerings; provided, however, that the Company shall not be required -------- ------- to make any representations or warranties with respect to information specifically provided by a selling holder or any underwriter for inclusion in the registration documents;
(j) obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter, if any, and to the Holders of a majority of the Registrable Securities participating in such offering, and furnish to each Holder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such Holder or underwriter;
(k) deliver promptly to each Holder participating in the offering and each underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement, other than those portions of any such correspondence and memoranda which contain information subject to attorney-client privilege with respect to the Company, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement (the foregoing confidentiality agreements will require such Holders to agree that, among other things, (i) the information obtained by them as a result of such inspections shall be deemed confidential and shall not be used by them as the basis for any market transactions in the securities of the Company unless and until such information is made generally available to the public, and (ii) upon learning that disclosure of such information may be required pursuant to a subpoena or other order from a court of competent jurisdiction, they will give notice to the Company and allow the Company at its expense to undertake appropriate action to prevent disclosure of the information and other records of the Company deemed confidential);
(l) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;
(n) make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's businesses and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten offering;
(o) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement) provide copies of such document to counsel to the selling holders of Registrable Securities and to the managing underwriter, if any, and make the Company's representatives reasonably available for discussion of such document and make such changes in such document concerning the selling holders prior to the filing thereof as counsel for such selling holders or underwriters may reasonably request;
(p) furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(q) cooperate with the selling holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
(r) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities. The Company may require as a condition precedent to the Company's obligations under this Section 2.4 that each seller of Registrable Securities as to which any registration is being effected furnish the Company
Appears in 2 contracts
Sources: Registration Rights Agreement (Pny Technologies Inc), Registration Rights Agreement (Pny Technologies Inc)
Registration Procedures. Whenever Shareholders request the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofthis Restated Agreement, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof will as quickly expeditiously as practicable, and in connection with any such requestreasonably possible:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registration Statement with respect to such Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement Registration Statement to become effective and to remain continuously effective for a period of not less than 180 days (or such shorter period in which will terminate when all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement Registration Statement, as amended from time to time, have been sold or a period of 180 days, whichever is shorter;
(b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 6(a) and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all Registrable Securities; provided that, at a time reasonably prior to the filing of a Registration Statement or Prospectus, or any amendments or supplements thereto, the Company will furnish to counsel for the Holders of Registrable Securities included in such registration, copies of such registration statement as all documents proposed to be filed, and thereafter which documents will be subject to the Company will furnish comments of such counsel;
(c) make available for inspection by a representative of the Holders of Registrable Securities, any underwriter participating in any distribution pursuant to such Shareholder registration, and any attorney, accountant or other agent retained by such representative or underwriter, if anyall financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such number of copies of representative, underwriter, attorney, accountant or agent in connection with such registration statement, each amendment and supplement thereto ;
(in each case including all exhibits thereto and documents incorporated by reference therein), d) notify the prospectus counsel for the Holders of Registrable Securities included in such registration statement promptly, and, if requested, confirm such advice in writing, (i) when the Prospectus or any supplement or post-effective amendment has been filed, and with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(e) make reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement;
(f) deliver to each Holder of Registrable Securities included in such registration, as the case may be, as many copies of the Registration Statement and Prospectus (including each preliminary prospectus) and such other documents any amendment or supplement thereto as such Shareholder or underwriter holder may reasonably request in order request;
(g) prior to facilitate the disposition any public offering of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statementSecurities, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify or cooperate with the holders of Registrable Securities covered by and the underwriters, if any, and their respective counsel in connection with the registration or qualification of such registration statement Registrable Securities for offer and sale under such other the securities or blue sky laws of such jurisdictions as such Holder or any underwriter reasonably requests in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company writing, and do any and all other acts and or things that may be reasonably necessary or advisable to enable the distribution in such Shareholder to consummate the disposition jurisdictions of the Registrable Securities owned covered by such Shareholderthe Registration Statement; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent it to general service of process in any such jurisdiction.jurisdiction where it is not then so subject;
(eh) The Company will immediately notify each Shareholder holding such cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed; and provide a transfer agent and registrar for all Registrable Securities included in such Registration Statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(i) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, usual and customary in form, with the managing underwriter of such offering (the Holders of Registrable Securities included in such registration, shall also enter into and perform their obligations under such agreement, usual and customary in form); and the Company shall take such other actions as the underwriters reasonably request in order to expedite or facilitate a disposition of the Registrable Securities;
(j) upon request, furnish to each Holder of Registrable Securities included in such registration, a signed counterpart, addressed to such Holder, of (i) an opinion of counsel for the Company, dated the effective date of such Registration Statement (or, if such registration statementincludes an underwritten public offering, dated the date of the closing under the underwriting agreement), and (ii) if permitted, a "comfort" letter, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified the Company's financial statements included in such Registration Statement;
(k) immediately notify each Holder of Registrable Securities included in such registration, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so upon discovery that, or upon the happening of any event as thereafter delivered to a result of which, the purchasers of Prospectus included in such Registrable SecuritiesRegistration Statement, such prospectus will not contain as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such Holder, promptly prepare and make available furnish to each such Shareholder and file with Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition purchasers of such Registrable Securities, including the engagement such Prospectus shall not include an untrue statement of a "qualified independent underwriter" material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in connection with the qualification light of the underwriting arrangements with the NASD.circumstances then existing;
(gl) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the relevant state blue sky commissions1934 Act, and make available take such other actions as may be reasonably necessary to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of facilitate the registration statement, which earnings statement shall satisfy or the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution disposition of the Registrable Securities as hereunder;
(m) In connection with each registration hereunder, the Holders of Registrable Securities to be included in the registration will furnish to the Company may from time in writing such information with respect to time themselves and the proposed distribution by them as reasonably request shall be necessary in order to assure compliance with federal and such other information as may be legally required applicable state securities laws. In addition, the Holders of Registrable Securities agree that they will not deliver any form of Prospectus in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt the sale of any notice from Registrable Securities as to which the Company of the happening of any event of the kind described in Section 5.04(e) hereof, has advised such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented Holders that it is preparing an amendment or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofsupplement.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Freemarkets Inc), Registration Rights Agreement (Freemarkets Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, the Company will, subject to the provisions of such Sections, use its reasonable best efforts required to effect the registration of any Registrable Securities hereunder, the Company shall, as expeditiously as reasonably possible, prepare and file with the sale of Commission a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective. The Company also shall keep each Holder advised in accordance with writing as to the intended method initiation of disposition thereof each registration and as quickly as practicableto the completion thereof, and in connection with any such requestat its expense, use its commercially reasonable efforts to:
(a) The Company will Keep such registration effective for a period ending on the earlier of the date which is sixty (60) days from the effective date of the registration statement or such time as expeditiously as possible prepare the Holder or Holders have completed the distribution described in the registration statement relating thereto;
(b) Prepare and file with the SEC a registration statement on any form selected by counsel for the Company Commission such amendments and which form shall be available for the sale of the Registrable Securities supplements to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or and the prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of used in connection with such registration statement as proposed to may be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during for the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in subsection (a) above;
(c) Furnish such registration statement number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required prospectus, as a Holder from time to prevent the entry of such stop order or to remove it if entered.time may reasonably request;
(d) The Company will use Use its reasonable best efforts to (i) register or and qualify the Registrable Securities securities covered by such registration statement under such other securities or blue sky Blue Sky laws of such jurisdictions in the United States jurisdiction as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may shall be reasonably necessary or advisable to enable such Shareholder to consummate requested by the disposition of the Registrable Securities owned by such ShareholderHolders; provided provided, that the Company will shall not be required in connection therewith or as a condition thereto to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required or to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to general service of process in any such jurisdiction.states or jurisdictions;
(e) The Company will immediately notify each Shareholder holding Cause all such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required registered pursuant hereunder to be delivered under listed on each securities exchange on which similar securities issued by the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.Company are then listed; and
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition underwritten offering pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof 2.1 hereof, enter into an underwriting agreement in a form reasonably necessary to effect the date when the Company offer and sale of Common Stock, provided such underwriting agreement contains reasonable and customary provisions, and provided further, that each Holder participating in such underwriting shall make available to also enter into and perform its obligations under such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofan agreement.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Achaogen Inc), Investors’ Rights Agreement (Achaogen Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, the Company will, subject to the provisions of such Sections, The Parent will use its reasonable best efforts to effect the registration each Registration, and to cooperate with the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such requestthe Parent will as expeditiously as possible:
(a) The Company will as expeditiously as possible subject, in the case of an Incidental Registration, to the proviso to Section 3.1(a), prepare and file with the SEC a the registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement the Registration to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company willeffective; provided, if requestedhowever, prior to that before filing a any registration statement or prospectus or any amendment amendments or supplement supplements thereto, the Parent will furnish to each Shareholder and each underwriter, if any, the holders of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filedstatement, their counsel, and thereafter the Company will furnish to such Shareholder and underwriterunderwriters, if any, such number of and their counsel, copies of all such documents proposed to be filed at least 10 days prior thereto, which documents will be subject to the reasonable review, within such 10-day period, of such holders, their counsel and the underwriters; and the Parent will not file any registration statement or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by reference) to which the Requisite Holders shall reasonably object within such 10-day period;
(b) subject, in the case of an Incidental Registration, to the proviso to Section 3.1(a), prepare and file with the SEC such amendments and post-effective amendments to any registration statement and any prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement, each amendment ; and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act;
(c) furnish to each holder of Registrable Securities included in such Registration and the underwriter or underwriters, (ii) comply with the provisions if any, without charge, at least one signed copy of the registration statement and any post-effective amendment thereto, upon request, and such number of conformed copies thereof and such number of copies of the prospectus (including each preliminary prospectus and each prospectus filed under Rule 424 under the Securities Act with respect Act), any amendments or supplements thereto and any documents incorporated by reference therein, as such holder or underwriter may reasonably request in order to facilitate the disposition of all the Registrable Securities being sold by such holder (it being understood that the Parent consents to the use of the prospectus and any amendment or supplement thereto by each holder of Registrable Securities covered by such registration statement during and the applicable period underwriter or underwriters, if any, in accordance connection with the intended methods offering and sale of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement the prospectus or any amendment or supplement thereto);
(d) notify each holder of the Registrable Securities of any stop order or other order suspending the effectiveness of any registration statement, issued or threatened by the SEC or any state securities commission under state blue sky laws in connection therewith, and take all reasonable actions required to prevent the entry of such stop order or to remove it or obtain withdrawal of it at the earliest possible moment if entered.;
(de) The Company will if requested by the managing underwriter or underwriters, if any, or any holder of Registrable Securities in connection with any sale pursuant to a registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information relating to such underwriting as the managing underwriter or underwriters, if any, or such holder reasonably requests to be included therein; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;
(f) on or prior to the date on which a Registration is declared effective, use its reasonable best efforts to (i) register or qualify qualify, and cooperate with the holders of Registrable Securities included in such Registration, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Securities covered by such registration statement Registration for offer and sale under such other the securities or "blue sky sky" laws of such jurisdictions in each state and other jurisdiction of the United States as any Shareholder holding such holder or the managing underwriter, if any, reasonably requests in writing; use its best efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective; and do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions reasonably requested of the Registrable Securities reasonably covered by such Registration; provided, however, that the Parent will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
(g) in light connection with any sale pursuant to a Registration, cooperate with the holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Securities to be sold under such Shareholder's intended plan of distributionRegistration, and enable such Securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request;
(h) requests and (ii) use its best efforts to cause such the Registrable Securities to be registered with or approved by such other governmental agencies or authorities within the United States and having jurisdiction over the Parent, the Company or any other Subsidiary as may reasonably be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.Securities;
(ei) The Company will immediately enter into such agreements (including underwriting agreements in customary form) and take such other actions as the Requisite Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(j) use its best efforts to obtain:
(i) at the time of effectiveness of each Registration, a "comfort letter" from the Parent's independent certified public accountants covering such matters of the type customarily covered by "cold comfort letters" as the Requisite Holders and the underwriters reasonably request; and
(ii) at the time of any underwritten sale pursuant to the registration statement, a "bring-down comfort letter," dated as of the date of such sale, from the Parent's independent certified public accountants covering such matters of the type customarily covered by comfort letters as the Requisite Holders and the underwriters reasonably request;
(k) use its best efforts to obtain, at the time of effectiveness of each Registration and at the time of any sale pursuant to each Registration, an opinion or opinions, favorable to the Requisite Holders in form and scope, from counsel for the Parent in customary form;
(l) notify each Shareholder holding such seller of Registrable Securities covered by such registration statementRegistration, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so upon discovery that, or upon the happening of any event as thereafter delivered to the purchasers a result of which, any prospectus included in such Registrable SecuritiesRegistration, such prospectus will not contain as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and promptly prepare and make available to each such Shareholder and prepare, file with the SEC any and furnish to such seller or holder a reasonable number of copies of a supplement to or amendment.an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers or prospective purchasers of such 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 in light of the circumstances under which they are made;
(fm) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make generally available to its securityholders, security holders (as soon as reasonably practicable, contemplated by section 11(a) under the Securities Act) an earnings statement covering a satisfying the provisions of Rule 158 under the Securities Act no later than 90 days after the end of the 12-month period beginning with the first month of 12 months, beginning within three months the Parent's first fiscal quarter commencing after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.cover said 12-month period;
(jn) The Company may require each such Shareholder provide and cause to promptly furnish in writing to the Company information regarding the distribution of the be maintained a transfer agent and registrar for all Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated covered by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period each Registration from and including the after a date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statementRegistration; and
(o) use its best efforts to cause all Registrable Securities covered by each Registration to be listed subject to notice of issuance, prior to the date of first sale of such Registrable Securities pursuant to such Registration, on each securities exchange on which the Parent Common Stock is then listed; and, if the Parent Common Stock is not so listed, to use its best efforts to cause all Registrable Securities covered by each Registration to be designated as National Market System Securities, if the Parent Common Stock is so designated (and, if the Parent Common Stock is listed on the NASDAQ National Market or the NASDAQ SmallCap Market, to cause all Registrable Securities to be so listed); and, if the Parent Common Stock is not so designated, to arrange for at least two market makers to register with the NASD as such with respect to such Registrable Securities. The Parent may require each holder of Registrable Securities that will be included in such Registration to furnish the Parent with such information in respect of such holder of its Registrable Securities that will be included in such Registration as the Parent may reasonably request in writing and as is required by applicable laws or regulations.
Appears in 2 contracts
Sources: Stockholders Agreement (Scharf Micheal J), Stockholders Agreement (Niagara Corp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered In connection with Genesis MLP's obligations to register Common Units pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject to the provisions of such Sections, Genesis MLP will use its reasonable best efforts Reasonable Efforts to effect the such registration and so as to permit the sale of any Common Units included in such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicableregistration, and in connection with any such request:
(a) The Company pursuant thereto Genesis MLP will as expeditiously as possible possible:
(A) as soon as reasonably practicable after receipt of a Notice of Demand and a Participation Notice (or the expiration of the period for receipt thereof), prepare and file with the SEC a the requisite registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and thereafter use its reasonable best efforts Reasonable Efforts to cause such filed registration statement to become and remain be declared effective for a period of not less than 180 days (or such shorter period in which all of by the Registrable Securities of the Holders included in SEC, provided that before filing such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, Genesis MLP will furnish to the Participating Holders copies of drafts of all such documents proposed to be filed (excluding exhibits, which shall be made available upon request by any Participating Holder), and any Participating Holder shall have the opportunity to timely object to any information relating to such Participating Holders contained therein and Genesis MLP will make the corrections reasonably requested with respect to information relating to such Participating Holder prior to filing any such registration statement, amendment or supplement;
(B) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to complete the distribution of the securities covered thereby and as may be required to comply with Section 4(3) of the Securities Act and Rule 174 thereunder;
(C) furnish to each Shareholder and each underwriter, if any, underwriter participating in the distribution of the Registrable Securities covered by securities under such registration statement statement, such number of conformed copies of such registration statement as proposed to and of each amendment thereto (in each case excluding all exhibits and documents incorporated by reference, which exhibits and documents shall be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if anyfurnished upon request), such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included contained in such registration statement (including each preliminary prospectus) and such any other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to under Rule 424 under the Securities Act, (ii) comply with as such underwriter may reasonably request to facilitate the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry distribution of such stop order or to remove it if entered.Common Units;
(dD) The Company will use its reasonable best efforts Reasonable Efforts to (i) register or qualify the Registrable Securities all Common Units and other securities covered by such registration statement under such all applicable blue sky and other securities laws, and to keep such registration or blue sky laws qualification in effect for so long as such registration statement remains in effect, except that Genesis MLP 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 clause (D) be obligated to be so qualified, (b) subject itself to taxation in any such jurisdictions jurisdiction or (c) consent to general service of process in the United States as any Shareholder holding jurisdiction;
(E) use Reasonable Efforts to cause all Common Units covered by such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities registration statement to be registered with or approved by such other governmental agencies or authorities applicable to Genesis MLP as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder Genesis MLP (or underwriter or agent, if any) to consummate the disposition offering and sale of the Registrable Securities owned by such Shareholder; provided that the Company will not be required Common Units pursuant to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement;
(F) use Reasonable Efforts to prevent the issuance by the SEC or any other governmental agency or court of a stop order, at any time when a prospectus relating thereto injunction or other order suspending the effectiveness of such registration statement and, if such an order is required issued, use Reasonable Efforts to cause such order to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, lifted as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.as practicable;
(fG) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order necessary to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.Common Units; and
(gH) Upon execution of confidentiality agreements in form and substance reasonably satisfactory participate, to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be extent reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best for the offering, in customary efforts to comply with all applicable rules and regulations of sell the SEC and securities under the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Actoffering.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Redemption and Registration Rights Agreement (Genesis Energy Lp), Redemption and Registration Rights Agreement (Genesis Energy Lp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 2.1 or 5.02 hereof, the Company willSection 2.2, subject to the provisions of such Sections, the Company shall use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly expeditiously as reasonably practicable, and and, in connection with any such request:
(a) The Company will shall as expeditiously as possible reasonably practicable prepare and file with the SEC a registration statement on any form selected by for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its commercially reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days days, or in the case of a Shelf Registration Statement, one year (or or, in each case, such shorter period in which all of the Registrable Securities of the Holders Participating Shareholders included in such registration statement shall have actually been sold thereunderthereunder or cease to be Registrable Securities).
(b) The Company will, if requested, prior Prior to filing a registration statement or prospectus (including any Free Writing Prospectus) or any amendment or supplement thereto, the Company shall, if requested, furnish to each Participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will shall furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act or any Free Writing Prospectus and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Participating Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its commercially reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation so to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and and, as so supplemented supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof Participating Shareholders set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Participating Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all use commercially reasonable actions required efforts to prevent the entry of such stop order or to remove it if entered.
(d) The Company will shall use its commercially reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions in the United States as any Participating Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's ’s intended plan of distribution) requests in writing and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; , provided that the Company will shall not be required to (Aa) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 2.4(d), (Bb) subject itself to taxation in any such jurisdiction or (Cc) consent to general service of process in any such jurisdiction.
(e) The Company will shall immediately notify each Participating Shareholder holding such Registrable Securities covered by such registration statement, statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus or a Free Writing Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) The Company shall have the right to select the underwriter or underwriters in connection with any underwritten Public Offering other than in the case of a Shelf Take Down, which shall be governed by Section 3.2(a). In connection with any Demand Registration requested by the CSH ShareholdersPublic Offering, the Company and the Participating Shareholders shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities in any such Public Offering required by this Agreement, including the engagement of a "“qualified independent underwriter" ” in connection with the qualification of the underwriting arrangements with the NASDFINRA.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will shall make available for inspection by any Participating Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 2.4 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "“Records"”) as shall be reasonably requested by any such Personnecessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is required pursuant to applicable law or regulation or judicial process. Each Participating Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Participating Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(h) The Company will shall use commercially reasonable efforts to furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholdersunderwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountants, each in customary form and covering such matters of the type kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will shall otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement or such other document that shall satisfy the provisions of Section 11(a) of the Securities ActAct and Rule 158 thereunder.
(j) The Company may require each such Participating Shareholder promptly to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Participating Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof2.4(e), such Shareholder will shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof2.4(e), and, if so directed by the Company, such Shareholder will shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder's ’s possession, of the most recent prospectus any offering materials covering such Registrable Securities at the time of receipt of such notice. In the event that If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof2.4(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e2.4(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof2.4(e).
(l) The Company will shall use its commercially reasonable best efforts to list such all Registrable Securities covered by such registration statement on any securities exchange on which any of the Common Stock is Registrable Securities are then listed or on NASDAQ listed.
(m) With respect to offerings reasonably expected to have aggregate gross proceeds of at least $75,000,000, the Company shall use commercially reasonable efforts to support the marketing of the Registrable Securities (including participation in “road shows” and appearing before analysts and rating agencies), taking into account the Company’s business needs; it being understood by the parties to this Agreement that the phrase “taking into account the Company’s business needs” may permit the non-participation of the Company’s management in a “road show” if the Common Stock is then quoted on NASDAQ not later than requisite traveling or other demands of a “road show”, in the effective date good faith determination of such registration statementthe Company, would interfere with the management of the Company’s business.
Appears in 2 contracts
Sources: Registration Rights Agreement (ALTERRA CAPITAL HOLDINGS LTD), Agreement and Plan of Amalgamation (Max Capital Group Ltd.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, (a) If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in Section 5.1, Section 5.2 or Section 5.3, the Company shall as expeditiously as reasonably practicable:
(i) prepare and file with the Commission a registration statement to effect such registration in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method or methods of distribution thereof, of such securities and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period pursuant to the terms of this Article V; provided, however, that the Company may discontinue any registration of its securities which are not less than 180 days (or such shorter period in which all Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further, that before filing such registration statement or any amendments thereto, the Company will furnish to the Demand Shareholders which are including Registrable Securities of the Holders included in such registration (“Selling Shareholders”), their counsel and the lead managing underwriter(s), if any, copies of all such documents proposed to be filed, which documents will be subject to the review and reasonable comment of such counsel, and other documents reasonably requested by such counsel, including any comment letter from the Commission, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such registration statement shall have actually been sold thereunder).and each prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors;
(bii) The Company willprepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective pursuant to the terms of this Article V, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;
(iii) if requested by the lead managing underwriter(s), if requestedany, prior or the holders of a majority of the then outstanding Registrable Securities being sold in connection with an Underwritten Offering, promptly include in a prospectus supplement or post-effective amendment such information as the lead managing underwriter(s), if any, and such holders may reasonably request in order to filing a registration statement permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or prospectus or such post-effective amendment as soon as reasonably practicable after the Company has received such request; provided, however, that the Company shall not be required to take any amendment or supplement theretoactions under this Section 5.6(a)(iii) that are not, in the opinion of counsel for the Company, in compliance with Applicable Law;
(iv) furnish to each Shareholder the Selling Shareholders and each underwriter, if any, of the Registrable Securities covered securities being sold by such registration statement Selling Shareholders such number of conformed copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder of each amendment and underwriter, if anysupplement thereto, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Shareholder or underwriter Selling Shareholders and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Shareholder. Each Shareholder Selling Shareholders;
(v) use reasonable best efforts to register or qualify or cooperate with the Selling Shareholders, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities covered by such registration statement under such other securities laws or “blue sky” laws of such jurisdictions as the Selling Shareholders and any underwriter of the securities being sold by such Selling Shareholders shall have reasonably request, and to keep each such registration or qualification (or exemption therefrom) effective during the right period such registration statement is required to request be kept effective and take any other action which may be necessary or reasonably advisable to enable such Selling Shareholders and underwriters to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Shareholders, except that the Company modify shall not for any information contained 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 clause (v) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;
(vi) use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use reasonable best efforts to cause such Registrable Securities to be listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market;
(vii) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the Selling Shareholder(s) thereof to consummate the disposition of such Registrable Securities;
(viii) use reasonable best efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement;
(ix) enter into such agreements (including an underwriting agreement in form, amendment scope and supplement thereto pertaining to such Shareholder substance as is customary in underwritten offerings) and the Company shall use its reasonable best efforts to comply take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the lead managing underwriter(s), if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Offering (A) make such representations and warranties to the holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Company and its Subsidiaries, and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the same if and when requested, (B) if an underwriting agreement has been entered into, the same shall contain indemnification provisions and procedures substantially to the effect set forth in Section 5.9 hereof with respect to all parties to be indemnified pursuant to said Section except as otherwise agreed by the holders of a majority of the Registrable Securities being sold and (C) deliver such documents and certificates as reasonably requested by the holders of a majority of the Registrable Securities being sold, their counsel and the lead managing underwriters(s), if any, to evidence the continued validity of the representations and warranties made pursuant to sub-clause (A) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder;
(x) in connection with an Underwritten Offering, use reasonable best efforts to obtain for the Selling Shareholders and underwriter(s) (A) opinions of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Shareholders and underwriters and (B) “comfort” letters and updates thereof (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent public accountants who have certified the Company’s financial statements and, to the extent required, any other financial statements included in such registration statement, covering the matters customarily covered in “comfort” letters in connection with underwritten offerings;
(xi) make available for inspection by the Selling Shareholders, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained in connection with such requestoffering by such Selling Shareholders or underwriter (collectively, the “Inspectors”), financial and other records, pertinent corporate documents and instruments of the Company (collectively, the “Records”), as shall be reasonably necessary, or as shall otherwise be reasonably requested, to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company and its Subsidiaries to supply all information in each case reasonably requested by any such representative, underwriter, attorney, agent or accountant in connection with such registration statement; provided, however, that the Company shall not have any obligation be required to so modify provide any information under this clause (xi) if (A) the Company believes, after consultation with counsel for the Company, that to do so doing would cause the Company to forfeit an attorney-client or other applicable privilege that was applicable to such information or (B) if either (1) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (2) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing; unless prior to furnishing any such information with respect to clause (1) or (2) such Selling Shareholder requesting such information enters into, and causes each of its Inspectors to enter into, a confidentiality agreement on terms and conditions reasonably acceptable to the Company; provided, further, that each Selling Shareholder agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction or by another Governmental Authority, give notice to the Company and allow the Company, at its expense, to undertake appropriate action seeking to prevent disclosure of the Records deemed confidential;
(xii) as promptly as practicable notify in writing the Selling Shareholder and the underwriters, if any, of the following events: (A) the filing of the registration statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (B) any request by the Commission or any other U.S. or state governmental authority for amendments or supplements to the registration statement or the prospectus or for additional information; (C) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (D) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (E) if at any time the representations and warranties of the Company contained in any mutual agreement (including any underwriting agreement) contemplated by Section 5.6(a)(ix) cease to be true and correct in any material respect; and (F) upon becoming aware of the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, prospectus or documents so that, in the case of the registration statement, it will not contain an any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After , and that in the filing case of the registration statementprospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplementstatements therein, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions in light of the Securities Act with respect circumstances under which they were made, not misleading, and, at the request of any Selling Shareholder, promptly prepare and furnish to the disposition such Selling Shareholder a reasonable number of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods copies of disposition by the sellers thereof set forth in a supplement to or an amendment of such registration statement or supplement prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration shall not include an untrue statement of any stop order issued a material fact or threatened by the SEC or any omit to state securities commission under state blue sky laws and take all reasonable actions a material fact required to prevent be stated therein or necessary to make the entry statements therein, in light of such stop order or to remove it if entered.the circumstances under which they were made, not misleading;
(dxiii) The Company will use its reasonable best efforts to (i) register or qualify obtain the Registrable Securities covered by withdrawal of any order suspending the effectiveness of such registration statement under such other securities statement, or blue sky laws the lifting of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue suspension of the business and operations qualification (or exemption from qualification) of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided for sale in any jurisdiction at the earliest reasonable practicable date, except that the Company will shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this paragraph clause (d)xiii) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to general service of process in any such jurisdiction.;
(exiv) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such cooperate with the Selling Shareholders and the lead managing underwriter(s) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under Applicable Law) representing securities sold under any registration statement, at any time when a prospectus relating thereto is required and enable such securities to be delivered under in such denominations and registered in such names as the Securities Act, of the occurrence of an event requiring the preparation of a supplement lead managing underwriter(s) or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading Selling Shareholders may request and promptly prepare keep available and make available to each the Company’s transfer agent prior to the effectiveness of such Shareholder and file with the SEC any registration statement a supply of such supplement or amendment.certificates;
(fxv) In connection cooperate with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the each seller of Registrable Securities and each underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement agent participating in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" Securities and their respective counsel in connection with the qualification of the underwriting arrangements any filings required to be made with the NASD.FINRA; and
(gxvi) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties have appropriate officers of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, prepare and cause the Company's officers, directors make presentations at a reasonable and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) customary number of “road shows” and to each such underwriter, if any, a signed counterpart, addressed to such underwriter before analysts and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort lettersrating agencies, as the case may be, as a majority of such Shareholders or and other information meetings reasonably organized by the managing underwriter therefor reasonably requests.
(i) The Company will underwriters and otherwise use its reasonable best efforts to comply with all applicable rules cooperate as reasonably requested by the Selling Shareholders and regulations the underwriters in the offering, marketing or selling of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities ActRegistrable Securities.
(jb) The Company may require each such Selling Shareholder and each underwriter, if any, to promptly furnish the Company in writing to the Company such information regarding each Selling Shareholder or underwriter and the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.Reg
Appears in 2 contracts
Sources: Shareholder Support Agreement (Ampco Pittsburgh Corp), Shareholders Agreement (J M SMUCKER Co)
Registration Procedures. Whenever Shareholders request that any (a) With respect to a registration of Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, the Company willSecurities, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectusSection 4.2(c) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statementSection 4.5, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with to: (i) keep such request, provided, however, registration effective for a period ending on the earlier of the date that is one-hundred and twenty (120) days from the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing effective date of the registration statement, statement or such time as the Company will (i) cause Stockholder has completed the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under distribution described in the Securities Act, registration statement relating thereto; (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during for the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in (i) above; (iii) furnish such registration statement number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of or supplement to such prospectus and the prospectus, as the Stockholder may from time to time reasonably request; (iiiiv) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required Stockholder (to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such extent selling Registrable Securities covered by such registration statement, ) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the occurrence happening of an any event requiring as a result of which the preparation of a supplement or amendment to prospectus included in such prospectus so thatregistration statement, as thereafter delivered to the purchasers of such Registrable Securitiesthen in effect, such prospectus will not contain includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing, and following such notification promptly prepare and make available furnish to each such Shareholder and file with the SEC any such Stockholder a reasonable number of copies of a supplement to or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition amendment of such Registrable Securitiesprospectus as may be necessary so that, including as thereafter delivered to the engagement purchasers of such shares, such prospectus shall not include an untrue statement of a "qualified independent underwriter" material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in connection with the qualification light of the underwriting arrangements with the NASD.
circumstances then existing; (gv) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC SEC; (vi) cause all such Registrable Securities registered pursuant to this Section 4.4 to be listed on the national securities exchange on which securities of the same class as such Registrable Securities are then listed, if any; (vii) cooperate and assist in any filings required to be made with the relevant state blue sky commissionsFinancial Industry Regulatory Authority, Inc. and in the performance of any due diligence investigation by any underwriter in an underwritten offering; (viii) take such actions as shall be reasonably requested by the Stockholder or the lead managing underwriter of an underwritten offering to facilitate such offering, including without limitation, making customary road show presentations and, in a customary manner, holding meetings with and making calls to potential investors; and (ix) enter into customary agreements (including, in the case of an underwritten offering, one or more underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form) and in connection therewith: (A) make available such representations and warranties to the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings; (B) obtain opinions of counsel to the Company addressed to the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings; (C) obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to the underwriters, if any, which letters shall be customary in form and shall cover matters of the type customarily covered in “cold comfort” letters to underwriters in connection with primary underwritten offerings; (D) deliver such documents and certificates as the sole underwriter or managing underwriter, if any, or its securityholderscounsel, shall reasonably request to evidence the continued validity of the representations and warranties made in accordance with Section 4.4(a)(ix)(A) above and to evidence compliance with any customary conditions contained in the underwriting agreement; and (E) facilitate the settlement of such Registrable Securities through the facilities of The Depository Trust Company. The above, as soon set forth in Section 4.4(a)(iii) through Section 4.4(a)(viii), shall be done at such times as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Actcustomarily occur in similar offerings.
(jb) The Company may require each such Shareholder to promptly Stockholder shall furnish in writing to the Company such information regarding the Stockholder and the distribution of proposed by the Registrable Securities Stockholder as the Company may from time to time reasonably request and such other information or as may shall be legally reasonably required in connection with such any registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented qualification or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period compliance referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofthis Article IV.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Stockholders Agreement (SAFG Retirement Services, Inc.), Stockholders Agreement (SAFG Retirement Services, Inc.)
Registration Procedures. Whenever Shareholders Upon the receipt of a request that for registration of any Registrable Securities be registered pursuant to Section 5.01 2 or 5.02 hereofSection 3 of this Agreement, the Company will, subject to the provisions of such Sections, will use its reasonable best efforts to effect the registration and of the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof, and in connection with any such request:
(a) The pursuant thereto the Company will as expeditiously as possible prepare possible:
9.1.1 Prepare and file with the SEC a registration statement Registration Statement on any an appropriate form selected by counsel for under the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, Act and use its reasonable best efforts to cause such filed registration statement Registration Statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of at the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to earliest practicable date; provided that before filing a registration statement Registration Statement or prospectus or any amendment amendments or supplement supplements thereto, the Company will promptly furnish to each Shareholder the holders of Registrable Securities to be registered pursuant to this Agreement (the “Registered Holders”) and each underwriterthe underwriters, if any, of the Registrable Securities covered by such registration statement copies of all such registration statement as documents proposed to be filed, which documents will be subject to the review of the Registered Holders and thereafter the underwriters, and the Company will furnish not file any Registration Statement or amendment thereto, or any prospectus or any supplement thereto (other than documents incorporated by reference) to such Shareholder and underwriterwhich the Registered Holders or the underwriters, if any, such number of copies of such registration statement, each amendment and supplement thereto (shall reasonably object in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition light of the Registrable requirements of the Securities owned by Act and any other applicable laws and regulations.
9.1.2 Prepare and file with the SEC such Shareholder. Each Shareholder shall have amendments and post-effective amendments to the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to Registration Statement as may be stated therein or necessary to make keep such Registration Statement effective for the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) applicable period; cause the related prospectus to be filed pursuant to Rule 424(b) (or any successor provision) under the Securities Act; cause such prospectus to be supplemented by any required prospectus supplementsupplement and, and as so supplemented supplemented, to be filed pursuant to Rule 424 424(b) (or any successor provision) under the Securities Act, (ii) ; and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement Registration Statement or prospectus or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if enteredprospectus.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Exchange Agreement (Earthstone Energy Inc), Exchange Agreement
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant Pursuant to Section 5.01 or 5.02 hereofthe Company’s covenant herein to effect a Shelf Registration, the Company will, subject to the provisions of such Sectionsthis Agreement, use its reasonable best efforts to effect the registration and in a manner that permits the sale of such the Registrable Securities covered thereby in accordance with the intended method or methods of disposition thereof as quickly as practicable, and in connection with any such requestdisposition. The Company shall:
(a) The Company will as expeditiously as possible use its reasonable best efforts to prepare and file with the SEC Commission a Form S-3 registration statement on (or any form selected by counsel for the Company and which form shall be available for the sale of successor form) with respect to the Registrable Securities Shares as soon as possible after the Commission declares the Registration Statement effective;
(b) use its reasonable best efforts to be registered thereunder in accordance have all comments that the Commission may have with respect to the Shelf Registration resolved with the intended method Commission prior to the Effective Time;
(c) use its reasonable best efforts to file with the Commission immediately after the Effective Time a Form 8-K Report (or any successor form) required in connection with the Mergers (as defined in the Merger Agreement) ("Form 8-K"), including the financial statements required by Item 2 and Item 7 of distribution thereof, and Form 8-K;
(d) use its reasonable best efforts to cause the Shelf Registration to be declared effective by the Commission promptly after the Effective Time;
(i) prepare and file with the Commission such filed registration statement amendments, post-effective amendments and supplements to become and remain the Shelf Registration as may be necessary to keep the Shelf Registration effective for a period of not less than 180 days (or such shorter period in which all of two years from the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filedEffective Time, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement the Shelf Registration during the applicable period in accordance with the intended methods of disposition by the sellers thereof Holders set forth in the Shelf Registration or prospectus supplement.
(f) furnish to each Holder of Registrable Shares such registration statement number of copies of the Shelf Registration, each amendment and supplement thereto, the prospectus included in the Shelf Registration (including each preliminary prospectus), any documents incorporated by reference therein and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Shares owned by such Holder (it being understood that, subject to Section 4 and the requirements of the Securities Act and applicable state securities laws, the Company consents to the use of the prospectus and any amendment or supplement to such prospectus thereto by each Holder in connection with the offering and (iii) promptly notify each Shareholder holding sale of the Registrable Securities Shares covered by such the registration statement of any stop order issued which such prospectus, amendment or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.supplement is a part);
(dg) The Company will use its commercially reasonable best efforts to (i) register or qualify the such Registrable Securities covered by such registration statement Shares under such other securities or blue sky laws of such jurisdictions as the Holders reasonably request to the extent such registration or qualification is required; use reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities Shelf Registration is required to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company kept effective; and do any and all other acts and things that which may be reasonably necessary or advisable to enable such Shareholder each Holder to consummate the disposition of the Registrable Securities Shares owned by such Shareholder; provided Holder in such jurisdictions (provided, however, that the Company will not be required to (Ai) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction subparagraph or (Cii) consent to general service of process in any such jurisdiction.);
(eh) The Company will immediately promptly notify each Shareholder holding Holder and (if requested by any Holder) confirm such notice in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities covered by Shares under state securities or "blue sky" laws or the initiation of any proceedings for that purpose, and (iii) of the happening of any event which makes any statement made in a registration statement or related prospectus untrue in any material respect or which requires the making of any changes in such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus documents so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus that they will not contain an any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, as soon as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(i) make generally available to the Company's securityholders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than 30 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of a registration statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;
(j) if reasonably requested by any Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as any Holder reasonably requests to be included therein (relating to the naming of additional Holders therein or specifying the number of Registrable Shares held by each such Holder), and promptly prepare make all required filings of such prospectus supplement;
(k) as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each Holder upon such Holder's written request;
(l) cooperate with the Holders to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as such Holders may request and keep available and make available to each the Company's transfer agent prior to the effectiveness of such Shareholder and file with the SEC any registration statement a supply of such supplement or amendment.certificates;
(fm) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will promptly make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 Holder and any attorney, accountant or other professional agent or representative retained by any such Shareholder or underwriter Holder (collectively, the "Inspectors"), all financial and other records, pertinent corporate publicly available documents and properties of the Company (collectively, the "Records") ), as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees necessary to supply all information reasonably requested by any Inspectors in connection with such registration statement.enable them to exercise their due diligence responsibility;
(hn) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations cause the Registrable Shares included in any registration statement to be (i) listed on each securities exchange, if any, on which securities of the SEC and same type issued by the relevant state blue sky commissionsCompany are then listed, and make available or (ii) authorized to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after be quoted and/or listed (to the effective date of extent applicable) on the registration statement, which earnings statement shall satisfy Nasdaq National Market if the provisions of Section 11(a) of the Securities Act.Registrable Shares so qualify;
(jo) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of provide a CUSIP number for the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required Shares included in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement;
(p) cooperate with each Holder participating in the disposition of such Registrable Shares and their respective counsel in all reasonable respects in connection with any filings required to be made with the National Association of Securities Dealer, Inc. ("NASD");
(q) during the period when the prospectus is required to be delivered under the Securities Act, file within the required time periods all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(r) notify each Holder promptly of any request by the Commission for an amendment or supplement to such registration statement or prospectus or for additional information; and
(s) advise each Holder, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.
Appears in 2 contracts
Sources: Registration Rights Agreement (Frontier Oil Corp /New/), Registration Rights Agreement (Frontier Oil Corp /New/)
Registration Procedures. Whenever Shareholders request any Holder has requested that any Registrable Securities Shares be registered pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject to the provisions of such Sections, will use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereof as quickly promptly as is practicable, and in connection with any such requestpursuant thereto the Company will as expeditiously as possible:
(a) The prepare and file with the SEC, pursuant to Section 2.1.1(b) with respect to any Demand Registration, a registration statement on any appropriate form under the Securities Act with respect to such Registrable Shares and use its commercially reasonable best efforts to cause such registration statement to become effective, provided that as far in advance as practicable before filing such registration statement or any amendment thereto, the Company will as expeditiously as possible furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), and any such Holder shall have the opportunity to object to any information contained therein and the Company will make corrections reasonably requested by such Holder with respect to such information prior to filing any such registration statement or amendment;
(b) except in the case of a Shelf Registration, prepare and file with the SEC a such amendments, post-effective amendments, and supplements to such registration statement on any form selected by counsel for and the Company and which form shall prospectus used in connection therewith as may be available for the sale of the Registrable Securities necessary to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause keep such filed registration statement to become and remain effective for a period of not less than 180 one hundred eighty (180) days (or such shorter lesser period as is necessary for the underwriters in which all an underwritten offering to sell unsold allotments) and comply with the provisions of the Registrable Securities Act with respect to the disposition of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities all securities covered by such registration statement copies during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of (x) 24 months after the effective date of such registration statement as proposed and (y) the date on which all the Registrable Shares subject thereto have been sold pursuant to be filed, and thereafter the Company will such registration statement;
(d) furnish to such Shareholder each seller of Registrable Shares and underwriter, if any, the underwriters of the securities being registered such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein)thereto, the prospectus included in such registration statement (including each preliminary prospectus) ), any documents incorporated by reference therein and such other documents as such Shareholder seller or underwriter underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such Shareholder. Each Shareholder shall have seller or the right sale of such securities by such underwriters (it being understood that, subject to request that Section 2.6 and the requirements of the Securities Act and applicable state securities laws, the Company modify consents to the use of the prospectus and any information contained amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Shares covered by the registration statement of which such registration statementprospectus, amendment and or supplement thereto pertaining to such Shareholder and the Company shall is a part);
(e) use its commercially reasonable best efforts to comply with register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the managing underwriter reasonably requests (or, in the event the registration statement does not relate to an underwritten offering, as the Majority Holders may reasonably request, ); use its commercially reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable each seller to consummate the disposition of the Registrable Shares owned by such seller in such jurisdictions (provided, however, that the Company shall will not have be required to (i) qualify generally to do business in any obligation jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (ii) consent to general service of process in any such jurisdiction);
(f) promptly notify each seller and each underwriter and (if requested by any such Person) confirm such notice in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the initiation of any proceedings for that purpose, and (iii) of the happening of any event which makes any statement made in a registration statement or related prospectus untrue or which requires the making of any changes in such registration statement, prospectus or documents so modify that they will not contain any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplementand, as promptly as practicable thereafter, prepare and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply file with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus SEC and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of furnish a supplement or amendment to such prospectus so that, as thereafter delivered deliverable to the purchasers of such Registrable SecuritiesShares, such prospectus will not contain an any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(g) permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(h) make reasonably available members of management of the Company, as selected by the Majority Holders, for assistance in the selling effort relating to the Registrable Shares covered by such registration, including, but not misleading limited to, the participation of such members of the Company’s management in road show presentations;
(i) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the SEC, including the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and make generally available to the Company’s security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than thirty (30) days after the end of the twelve (12) month period beginning with the first day of the Company’s first fiscal quarter commencing after the effective date of a registration statement, which earnings statement shall cover said twelve (12) month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;
(j) if requested by the managing underwriter or any seller, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or any seller reasonably requests to be included therein, including, without limitation, with respect to the Registrable Shares being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and promptly prepare make all required filings of such prospectus supplement or post-effective amendment;
(k) as promptly as practicable after filing with the SEC of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each seller;
(l) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to each the Company’s transfer agent prior to the effectiveness of such Shareholder and file with the SEC any registration statement a supply of such supplement or amendment.certificates;
(fm) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will promptly make available for inspection by any Shareholder and seller, any underwriter participating in any disposition pursuant to a any registration statement being filed by the Company pursuant to this Section 5.04 statement, and any attorney, accountant or other professional agent or representative retained by any such Shareholder seller or underwriter (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "“Records") ”), as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors such Inspector in connection with such registration statement.; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing, unless prior to furnishing any such information with respect to clause (ii) such Holder of Registrable Shares requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided, further, that each Holder of Registrable Shares agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(hn) The Company will furnish to each such Shareholder (if requested by such Shareholder) seller and to each such underwriter, if any, underwriter a signed counterpart, addressed to such underwriter and the participating Shareholders, counterpart of (i) an opinion or opinions of counsel to the Company Company, and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders the sellers or the managing underwriter therefor reasonably requests.;
(o) cause the Registrable Shares included in any registration statement to be (i) The listed on each securities exchange, if any, on which similar securities issued by the Company will otherwise are then listed, or (ii) quoted on the National Association of Securities Dealers, Inc. Automated Quotation System or the Nasdaq National Market if similar securities issued by the Company are quoted thereon;
(p) provide a transfer agent and registrar for all Registrable Securities registered hereunder;
(q) cooperate with each seller and each underwriter participating in the disposition of such Registrable Shares and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (“NASD”);
(r) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(s) notify each seller of Registrable Shares promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(t) enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten registration; and
(u) advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to comply with all applicable rules and regulations of prevent the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt issuance of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant stop order or to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities obtain its withdrawal at the time of receipt of earliest possible moment if such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall stop order should be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofissued.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Cal Dive International, Inc.), Registration Rights Agreement (Cal Dive International, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts efforts, within the limits set forth in this Section 2.2, to:
(a) prepare and file with the Commission such amendments and supplements to comply the Resale Registration Shelf and the prospectuses used in connection with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to Resale Registration Shelf as may be stated therein or necessary to make keep the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, Resale Registration Shelf effective and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) current and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by the Resale Registration Shelf;
(b) furnish to the Investors such registration statement during the applicable period numbers of copies of a prospectus, including preliminary prospectuses, in accordance conformity with the intended methods requirements of the Securities Act, and such other documents as the Investors may reasonably request in order to facilitate the disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding of Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.Securities;
(dc) The Company will use its reasonable best efforts to (i) register or and qualify the Registrable Securities covered by such registration statement the Resale Registration Shelf under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may shall be reasonably necessary or advisable to enable such Shareholder to consummate requested by the disposition of the Registrable Securities owned by such Shareholder; Investors, provided that the Company will shall not be required in connection therewith or as a condition thereto to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required or to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to general service of process in any such jurisdiction.states or jurisdictions;
(ed) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, the Investors at any time when a prospectus relating thereto to the Resale Registration Shelf covering the Registrable Securities is required to be delivered under the Securities Act, Act of the occurrence happening of an any event requiring as a result of which the preparation of a supplement or amendment to such prospectus so thatincluded in the Resale Registration Shelf, as thereafter delivered to the purchasers of such Registrable Securitiesthen in effect, such prospectus will not contain includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with in the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by light of the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSHcircumstances then existing. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations amend or supplement such prospectus in order to cause such prospectus not to include any 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 in the light of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.circumstances then existing;
(je) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the provide a transfer agent and registrar for all Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities registered pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, Resale Registration Shelf and, if so directed by the Companyrequired, such Shareholder will deliver to the Company a CUSIP number for all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such noticeSecurities, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ each case not later than the effective date of such registration statementregistration;
(f) if requested by an Investor, cause the Company’s transfer agent to remove any restrictive legend from any Registrable Securities being transferred by an Investor pursuant to the Resale Registration Shelf, as soon as reasonably practicable following such request; and
(g) cause all such Registrable Securities included in the Resale Registration Shelf pursuant to this Agreement to be listed on each securities exchange or other securities trading markets on which the Common Stock is then listed.
Appears in 2 contracts
Sources: Registration Rights Agreement (OvaScience, Inc.), Registration Rights Agreement (OvaScience, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant (a) If and whenever LPL is required to Section 5.01 or 5.02 hereof, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect or cause the registration and the sale Registration of such Registrable Securities under the Securities Act as provided in accordance with this ARTICLE IV, LPL shall, subject to the intended method terms of disposition thereof this Agreement, as quickly soon as practicable, and in connection with any such request:
(ai) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the requisite Registration Statement with respect to such Registrable Securities to be registered thereunder in accordance with (including all exhibits and financial statements required under the intended method of distribution thereof, Securities Act) and use its reasonable best efforts to cause such filed registration statement Registration Statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all order to permit the sale of the Registrable Securities by the Stockholders in accordance with the intended method or methods of distribution thereof described in such Registration Statement;
(ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and Prospectus as may be necessary to keep such Registration Statement effective during such period, or reasonably requested by holders of the Holders included in such registration statement shall have actually been sold thereunder).participating Registrable Securities;
(biii) The Company willcomply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement during such period and all stock exchange or trading system or FINRA registration, if requested, prior to listing or filing a registration statement or prospectus or any amendment or supplement thereto, requirements;
(iv) furnish to each Shareholder Stockholder holding such Registrable Securities and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, underwriter such number of copies of such registration statement, Registration Statement and of each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinexhibits), such number of copies of the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectus and summary prospectus) ), in conformity with the requirements of the Securities Act, and such other documents as such Shareholder Stockholder or underwriter may reasonably request request;
(v) (i) promptly notify in order to facilitate the disposition writing each Stockholder that holds Registrable Securities covered by such Registration Statement (and, if requested, provide copies of the Registrable Securities owned by relevant documents, as soon as reasonably practicable), (A) upon the filing of any such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, Registration Statement or amendment and or supplement thereto pertaining (including post-effective amendments) and when such Registration Statement or amendment or supplement thereto becomes effective, (B) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of such Registration Statement (and take all reasonable action to prevent the entry of such Shareholder stop order or to remove it if entered, or the initiation of any proceedings for that purpose), (C) if, at any time, the representations and warranties of LPL in any applicable underwriting agreement cease to be true and correct in all material respects, or (D) of the Company shall use its reasonable best efforts to comply with such requesthappening of any event as a result of which the Registration Statement, providedas then in effect, however, that or the Company shall not have Prospectus related thereto or any obligation to so modify any information if so doing would cause the prospectus to contain document included therein by reference includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After in the filing case of such Prospectus and any preliminary prospectus, in the light of the registration statement, the Company will (icircumstances under which they were made) cause the related prospectus to be supplemented by any required prospectus supplement, not misleading and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with in the provisions case of the Securities Act with respect to the disposition of all Registrable Securities covered by an event under clause (v)(i)(B) or (D), promptly file such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus amendments and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions supplements which may be required to prevent the entry on account of such stop order or to remove it if entered.
(d) The Company will event and use its reasonable best efforts to cause each such amendment and supplement to become effective;
(ivi) register or qualify promptly furnish counsel for each underwriter, if any, and for the selling Stockholders of Registrable Securities covered copies of any written request by the SEC (including any written comments from the SEC on such registration statement under such other Registration Statement) or any state securities authority for amendments or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests supplements to a Registration Statement and (ii) cause such Registrable Securities to be registered with Prospectus or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.additional information;
(evii) The Company will immediately notify each Shareholder holding use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible time;
(viii) use reasonable best efforts to cause all such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required Registration Statement to be delivered listed on the principal securities exchange or authorized for quotation on Nasdaq, if any, on which similar equity securities issued by LPL are then listed or authorized for quotation, or eligible for listing or quotation, if the listing or authorization for quotation of such securities is then permitted under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers rules of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact exchange or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.FINRA;
(fix) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement with the underwriter of such offering in the form customary form) for such underwriter for similar offerings, including such representations and take warranties by LPL, provisions regarding the delivery of opinions of counsel for LPL and accountants’ letters, provisions regarding indemnification and contribution, and such other actions terms and conditions as are reasonably required at the time customarily contained in order such underwriter’s underwriting agreements for similar offerings (the sellers of Registrable Securities that are to expedite be distributed by such underwriter(s) may, at their option, require that any or facilitate all of the disposition representations and warranties by, and the other agreements on the part of, LPL to and for the benefit of such underwriter(s) shall also be made to and for the benefit of such sellers of Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.);
(gx) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available upon reasonable notice at reasonable times and for reasonable periods for inspection by any Shareholder representatives of the selling Stockholders who hold Registrable Securities and any underwriter underwriters participating in any disposition pursuant to a registration statement being filed hereto and by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional agent retained by any such Shareholder selling Stockholder or underwriter (collectively, the "Inspectors")any underwriters, all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonLPL, and cause the Company's all of LPL’s officers, directors and employees and the independent public accountants who have certified the its financial statements to make themselves available to discuss the business of LPL and to supply all information reasonably requested by any Inspectors such selling Stockholders, underwriters, attorneys, accountants or agents in connection with such registration statement.disposition as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such representative, counsel or accountant into customary confidentiality agreements in a form reasonably acceptable to LPL);
(hxi) The Company will furnish permit any Beneficial Owner of Registrable Securities who, in the sole judgment, exercised in good faith, of such Stockholder, with the advice of outside legal counsel, might be deemed to each be a controlling Person of LPL, to participate in the preparation of such Shareholder (if requested by such Shareholder) registration or comparable statement and to each require the insertion therein of material, furnished to LPL in writing, that in the reasonable judgment of such underwriterStockholder, with the advice of outside legal counsel, as aforesaid, should be included to comply with applicable federal, state or local securities laws;
(xii) on or prior to the date on which the applicable Registration Statement is declared effective, use its reasonable best efforts to register or qualify, and cooperate with the selling holders of Registrable Securities, the managing underwriter or underwriters, if any, a signed counterpartand their respective counsel, addressed in connection with the Registration or qualification of such Registrable Securities for offer and sale under the securities or “blue sky” laws of each state and other jurisdiction of the United States as any such selling Stockholder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such underwriter registration or qualification in effect, provided that LPL shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;
(xiii) cooperate with the selling Stockholders of Registrable Securities and the participating Shareholdersmanaging underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two Business Days prior to any sale of Registrable Securities to the underwriters;
(ixiv) use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered or approved by such other governmental agencies or authorities (other than any foreign governmental agencies or authorities) as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;
(xv) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company;
(xvi) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the holders of at least a majority of any Registrable Securities being sold or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the Registration and disposition of such Registrable Securities;
(xvii) obtain for delivery to the selling Stockholders of Registrable Securities and to the underwriter or underwriters, if any, an opinion or opinions from counsel for LPL dated the effective date of counsel to the Company and (ii) a comfort letter or comfort letters from Registration Statement or, in the Company's independent public accountantsevent of an underwritten offering, each the date of the closing under the underwriting agreement, in customary form form, scope and covering substance, which opinions shall be reasonably satisfactory to such matters of the type customarily covered by opinions holders or comfort lettersunderwriters, as the case may be, and their respective counsel;
(xviii) promptly incorporate in a supplement to the Prospectus or post-effective amendment to the Registration Statement such information as the lead underwriter or underwriters, if any, and the selling Stockholders holding a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities being sold agree should be included therein relating to the plan of distribution with respect to such class of Registrable Securities; and make all required filings of such supplement or post-effective amendment as promptly as reasonably practicable after being notified of the Company matters to be incorporated in such supplement or post-effective amendment;
(xix) in the case of any Marketed Underwritten Shelf Take-Down or Demand Registration, cause the senior executive officers of LPL to participate in any customary “road show” presentations and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto, in each case as reasonably requested by the underwriters and taking into account the needs of LPL’s business and the requirements of the marketing process; and
(xx) in the case of any Non-Marketed Underwritten Shelf Take-Down, cause the senior executive officers of LPL to participate in any customary presentations and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto, in each case as reasonably requested by the underwriters and taking into account the needs of LPL’s business and the requirements of the marketing process.
(b) LPL may require each Stockholder who is selling Registrable Securities pursuant to which any Registration is being effected to furnish LPL such information regarding such Stockholder and the distribution of such Registrable Securities as LPL may from time to time reasonably request and such other information as may be legally required in connection with such registrationwriting.
(kc) Each Stockholder who is selling Registrable Securities shall cooperate with the underwriters by entering into any undertakings and taking such Shareholder other actions relating to the conduct of the proposed offering which the underwriters may reasonably request to insure compliance with federal and state securities laws and the rules and requirements of FINRA or which are otherwise customary and which the underwriters may request to effectuate an offering or file a Registration Statement.
(d) Each Beneficial Owner of Registrable Securities agrees that, upon receipt of any notice from the Company LPL of the happening of any event of the kind described in Section 5.04(e4.9(a)(v)(i)(B) hereofand Section 4.9(a)(v)(i)(D), such Shareholder Beneficial Owner will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement such Registration Statement covering such Registrable Securities until such Shareholder's Beneficial Owners’ receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 5.04(e) hereof4.9(a)(v)(ii), andor until such Stockholder is advised in writing by LPL that the use of the Prospectus may be resumed, and if so directed by the CompanyLPL, such Shareholder will Beneficial Owner shall deliver to the Company LPL (at LPL’s expense) all copies, other than any permanent file copies then in such Shareholder's Beneficial Owner’s possession, of the most recent prospectus Prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to was in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available effect prior to such Shareholder a prospectus supplemented amendment or amended to conform with the requirements of Section 5.04(e) hereofsupplement.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Stockholders Agreement (LPL Investment Holdings Inc.), Stockholders Agreement (LPL Investment Holdings Inc.)
Registration Procedures. (a) Best Commercial Efforts. Whenever Shareholders the holders of Registrable Securities ----------------------- request that the registration of any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject to the provisions of such Sections, shall use its reasonable best commercial efforts to effect the registration register and to permit the sale of such the Registrable Securities in accordance with the intended method of disposition thereof disposition. To carry out this obligation, the Company shall as quickly expeditiously as practicable, and in connection with any such requestpossible:
(ai) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on SEC, but in any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less event no later than 180 90 days (or such shorter period in which all as required by Section 3(c)(ii) of the Registrable Securities this Agreement) after receipt of the Holders included in such a request to file a registration statement shall have actually been sold thereunder(subject to Section 3(f).
(b) The Company will), if requested, prior a registration statement on the appropriate form ------------ and use its best commercial efforts to cause the registration statement to become effective. At least three days before filing a registration statement or prospectus or at least one business day before filing any amendment amendments or supplement theretosupplements thereto including Registrable Securities, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number the counsel of copies the holders of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition a Majority of the Registrable Securities owned being registered copies of all documents proposed to be filed for that counsel's review and approval, which approval shall not be unreasonably withheld or delayed;
(ii) notify immediately each seller of Registrable Securities of any stop order threatened or issued by the SEC and take all actions reasonably required to prevent the entry of a stop order or if entered to have it rescinded or otherwise removed;
(iii) prepare and file with the SEC such Shareholder. Each Shareholder shall have amendments and supplements to the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder statement and the Company shall use its reasonable best efforts corresponding prospectus necessary to comply with keep the registration statement effective for 90 days (or such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement longer period as required by Section 3(c)(ii) of a material fact this Agreement) or omit to state any material fact such shorter period as may be required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of sell all Registrable Securities covered by the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, ; and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such the registration statement during the applicable each period in accordance with the sellers' intended methods of disposition by the sellers thereof as set forth in such the registration statement or supplement statement;
(iv) furnish to such prospectus and (iii) promptly notify each Shareholder holding seller of Registrable Securities covered by a sufficient number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits), the corresponding prospectus (including each preliminary prospectus), and such registration statement other documents as a seller may reasonably request to facilitate the disposition of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.seller's Registrable Securities;
(dv) The Company will use its reasonable best commercial efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States of America as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) seller requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and will do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the seller to consummate the disposition of the seller's Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.Securities;
(evi) The Company will immediately notify each Shareholder holding such use its best commercial efforts to cause the Registrable Securities covered by such the registration statementstatement to be registered with or approved by those governmental agencies or authorities necessary to enable each seller to consummate the disposition of its Registrable Securities;
(vii) notify each seller of Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of any event as a result of which the occurrence prospectus or any document incorporated therein by reference contains an untrue statement of an event requiring a material fact or omits to state any material fact necessary to make the preparation of statements therein not misleading, and will prepare a supplement or amendment to the prospectus or any such prospectus document incorporated therein by reference so that, as that thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.misleading;
(fviii) In connection with any Demand Registration requested cause all registered Registrable Securities covered by such registration to be listed on each securities exchange, if any, on which similar securities issued by the CSH Shareholders, Company are then listed;
(ix) provide an institutional transfer agent and registrar and a CUSIP number for all Registrable Securities on or before the Company shall appoint effective date of the underwriter or underwriters chosen by CSH. The Company will registration statement;
(x) enter into such customary agreements (including an underwriting agreement in customary form) and take such all other actions in connection with those agreements as are the holders of the Registrable Securities b eing registered or the underwriters, if any, reasonably required in order request to expedite or facilitate the disposition of such the Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.;
(gxi) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and seller of Registrable Securities, any underwriter participating in any disposition pursuant to a the registration statement being filed by the Company pursuant to this Section 5.04 statement, and any attorney, accountant accountant, or other professional retained by agent of any such Shareholder seller of at least 5% of the securities being sold pursuant to the Registration Statement or underwriter (collectively, the "Inspectors")underwriter, all financial and other records, pertinent corporate documents documents, and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCompany, and cause the Company's officers, directors directors, and employees to supply all information reasonably requested by any Inspectors seller, underwriter, attorney, accountant, or agent in connection with such the registration statement.; provided that an appropriate confidentiality agreement is executed by any seller, underwriter, attorney, accountant or other agent;
(hxii) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriterin connection with any underwritten offering, if any, obtain a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort "cold comfort" letter or comfort letters from the Company's independent public accountants, each accountants in customary form and covering such those matters of the type customarily covered by opinions or comfort letters, "cold comfort" letters as the case may be, as a majority holders of such Shareholders the Registrable Securities being registered or the managing underwriter therefor underwriters reasonably requests.request (and the letter shall be addressed to holders of the Registrable Securities);
(ixiii) The furnish, at the request of any holder of Registrable Securities being registered an opinion of the counsel representing the Company will otherwise for the purposes of the registration, in the form and substance customarily given to underwriters in an underwritten public offering and satisfactory to the counsel representing the holders of Registrable Securities being registered, addressed to the underwriters, if any, and to the holders of Registrable Securities being registered; and
(xiv) use its reasonable best commercial efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy complying with the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to Act and covering the Company information regarding the distribution ------------- period of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees thatat least twelve months, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereofbut not more than eighteen months, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform beginning with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than first month after the effective date of such registration statementthe Registration Statement .
Appears in 2 contracts
Sources: Registration Rights Agreement (Open Port Technology Inc), Registration Rights Agreement (Open Port Technology Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 2.1 and 2.2 hereof, the intended method of disposition thereof Company shall as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and file with the SEC a Commission as soon as practicable the requisite registration statement on any form selected to effect such registration (and shall include all financial statements required by counsel for the Company and which form shall be available for the sale of the Registrable Securities Commission to be registered thereunder in accordance with the intended method of distribution thereof, filed therewith) and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in effective; provided, however, that before filing such registration statement shall have actually been sold thereunder).
(bincluding all exhibits) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement theretothereto or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall as promptly as practicable furnish such documents to each Shareholder the Purchasers and each underwriter, if any, participating in the offering of the Registrable Securities covered by such registration statement copies and their respective counsel, which documents will be subject to the review and comments of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statementPurchasers, each amendment underwriter and supplement thereto (in each case including all exhibits thereto their respective counsel; and documents incorporated by reference therein)provided, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, providedfurther, however, that the Company shall may discontinue any registration of its securities which are not have Registrable Securities at any obligation time prior to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing effective date of the registration statement, statement relating thereto;
(b) notify the Company will (i) cause Purchasers of the related prospectus to be supplemented by any required prospectus supplementCommission's requests for amending or supplementing the registration statement and the prospectus, and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as so supplemented may be necessary to be filed pursuant keep such registration statement effective and to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during for such period as shall be required for the applicable period disposition of all of such Registrable Securities in accordance with the intended methods method of disposition by the sellers thereof set forth in distribution thereof; provided, that except with respect to any such registration statement or supplement filed pursuant to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered Rule 415 under the Securities Act, such period need not exceed 365 days;
(c) furnish, without charge, to the Purchasers and each underwriter such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the occurrence of an event requiring prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the preparation of a supplement or amendment to such prospectus so thatSecurities Act, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file in conformity with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) requirements of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request , and such other information documents, as the Purchasers and such underwriters may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.reasonably request;
Appears in 2 contracts
Sources: Stock Purchase Agreement (Nm Acquisition Corp), Stock Purchase Agreement (Nextlink Communications Inc / De)
Registration Procedures. Whenever Shareholders Standby Purchasers request that any Registrable Securities be registered pursuant to Section 5.01 2.01 or 5.02 hereof, the Company will2.02, subject to the provisions of such Sections, the Company shall use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and and, in connection with any such request:
(a) The Company will shall as expeditiously as reasonably possible prepare and file with the SEC a registration statement on any form selected by for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable reasonably best efforts to cause such filed registration statement to become and remain effective continuously for a period of not less than 180 days days, or in the case of a shelf registration statement, two years (or such shorter period in which all of the Registrable Securities of the Holders Registering Stockholders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, Within a reasonable time in the circumstances prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each Shareholder participating Standby Purchaser and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will shall furnish to such Shareholder Standby Purchaser and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Shareholder Standby Purchaser or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such ShareholderStandby Purchaser. Each Shareholder Standby Purchaser shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder Standby Purchaser and the Company shall use its reasonable best commercially reasonably efforts to comply with such request, provided, however, that the Company shall not have any obligation so to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will shall (i) cause the registration statement to be amended by any required amendment (including for the purpose of adding a Standby Purchaser as a selling securityholder in accordance with the terms of this Agreement), (ii) cause the related prospectus to be supplemented by any required prospectus supplementsupplement (including for the purpose of adding a Standby Purchaser as a selling securityholder in accordance with the terms of this Agreement), and and, as so supplemented supplemented, to be filed pursuant to Rule 424 under the Securities Act, (iiiii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers Registering Stockholders thereof set forth in such registration statement or supplement to such prospectus and (iiiiv) promptly notify each Shareholder Registering Stockholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will shall use its commercially reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions in the United States as any Shareholder Registering Stockholder holding such Registrable Securities reasonably (in light of such Shareholder's Registering Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder Registering Stockholder to consummate the disposition of the Registrable Securities owned by such Shareholder; Registering Stockholder, provided that the Company will shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 2.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately shall promptly notify each Shareholder Registering Stockholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder Registering Stockholder and file with the SEC any such supplement or amendment.
(fi) The Requesting Stockholders shall have the right to select an underwriter or underwriters in connection with any Public Offering resulting from the exercise by such Requesting Stockholder of a Demand Registration, which selection shall be subject to the approval of the Company, which approval shall be reasonably given, and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Demand Registration requested by the CSH ShareholdersPublic Offering, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities in any such Public Offering, including the engagement of a "“qualified independent underwriter" ” in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will shall make available for inspection by any Shareholder Registering Stockholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 Agreement and any attorney, accountant or other professional retained by any such Shareholder Stockholder or underwriter (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "“Records"”) as shall be reasonably requested by any such Personnecessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Stockholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Registering Stockholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(h) The Company will shall furnish to each such Shareholder (if requested by such Shareholder) Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating ShareholdersRegistering Stockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountants, each in customary form and covering such matters of the type kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders Registering Stockholders or the managing underwriter therefor reasonably requests.
(i) If a Demand Registration involves a Public Offering (including any Shelf Registration used to effect a Public Offering), the price at which shares shall be sold in the Public Offering shall be determined in consultation with the underwriters by a committee consisting of one representative of each participating Standby Purchaser that is registering for sale an amount of shares equal to the lesser of (x) 5% of the outstanding Common Stock and (ii) at least 25% of the total number of shares to be sold in the offering.
(j) The Company will shall otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement or such other document covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities ActAct and Rule 158 thereunder.
(jk) The Company may require each such Shareholder Registering Stockholder promptly to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(kl) Each such Shareholder Registering Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof2.04(e), such Shareholder will Registering Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's Registering Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof2.04(e), and, if so directed by the Company, such Shareholder will Registering Stockholder shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder's Registering Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof2.04(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e2.04(e) hereof to the date when the Company shall make available to such Shareholder Registering Stockholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof2.04(e).
(lm) The Company will shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use its their commercially reasonable best efforts to list such cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statementSecurities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Safety-Kleen, Inc), Registration Rights Agreement (Safety-Kleen, Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject to is required by the provisions of such Sections, use its reasonable best efforts this Section 2 to effect the registration of Registrable Securities, the Company shall:
(a) promptly prepare and file with the sale Commission a registration statement with respect to such Registrable Securities on any form that may be utilized by the Company and that shall permit the disposition of such the Registrable Securities in accordance with the intended method or methods of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become effective as promptly as practicable and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company willthereafter as provided herein, if requested, provided that prior to filing a registration statement or prospectus or any amendment amendments or supplement supplements thereto, including documents incorporated by reference after the initial filing of any registration statement, the Company will furnish to each Shareholder and each underwriter, if any, of the Investors whose Registrable Securities are covered by such registration statement, their counsel and the underwriters copies of all such documents proposed to be filed sufficiently in advance of filing to provide them with a reasonable opportunity to review such documents and comment thereon;
(b) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and current and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement, including such amendments (including post-effective amendments) and supplements as may be necessary to reflect the intended method of disposition by the prospective seller or sellers of such Registrable Securities, provided that except in the case of a shelf registration under Section 2.2(c) such registration statement copies need not be kept effective and current for longer than 120 days subsequent to the effective date of such registration statement statement;
(c) provide customary indemnity and contribution arrangements to any qualified independent underwriter or qualified independent pricer as proposed to be fileddefined in Schedule E of the Bylaws of the National Association of Securities Dealers, and thereafter the Company will furnish to such Shareholder and underwriterInc. (a "Qualified Independent Underwriter/Pricer"), if anyrequested by such Qualified Independent Underwriter/Pricer, on such number reasonable terms as such Qualified Independent Underwriter/Pricer customarily requires;
(d) subject to receiving reasonable assurances of copies confidentiality, for a reasonable period after the filing of such registration statement, and throughout each amendment period during which the Company is required to keep a registration effective, make available for inspection by the selling holders of Registrable Securities being offered, and supplement thereto any underwriters, and their respective counsel, such financial and other information and books and records of the Company, and cause the officers, directors, employees, counsel and independent certified public accountants of the Company to respond to such inquiries as shall be reasonably necessary, in the judgment of such counsel, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act;
(e) promptly notify the selling holders of Registrable Securities and any underwriters and confirm such advice in each case including all exhibits thereto and documents incorporated by reference therein)writing, (i) when such registration statement or the prospectus included in therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (including each preliminary prospectusii) of any comments by the Commission, by the National Association of Securities Dealers Inc. ("NASD"), and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by any such other documents as entity for amendments or supplements to such Shareholder registration statement or underwriter may reasonably request prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (iv) if at any time the representations and warranties of the Company cease to be true and correct in order all material respects, (v) of the receipt by the Company of any notification with respect to facilitate the disposition suspension of the qualification of the Registrable Securities owned by for sale in any jurisdiction or the initiation or threatening of any proceeding for such Shareholder. Each Shareholder shall have purpose, or (vi) at any time when a prospectus is required to be delivered under the right to request Securities Act, that the Company modify any information contained in such registration statement, prospectus, prospectus amendment and or supplement thereto pertaining to such Shareholder and or post-effective amendment, or any document incorporated by reference in any of the Company shall use its reasonable best efforts to comply with such requestforegoing, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain contains an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading.;
(cf) After the filing furnish to each selling holder of Registrable Securities being offered, and any underwriters, prospectuses or amendments or supplements thereto, in such quantities as they may reasonably request and as soon as practicable, that update previous prospectuses or amendments or supplements thereto;
(g) permit selling holders of Registrable Securities to rely on any representations and warranties made to any underwriter of the registration statement, the Company will (i) cause the related prospectus or any opinion of counsel or "cold comfort" letter delivered to be supplemented by any required prospectus supplementsuch underwriter, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect indemnify each such holder to the disposition of all Registrable Securities covered by same extent that it indemnifies any such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.underwriter;
(dh) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such to be included in a registration statement hereunder under such other securities laws or blue sky laws of such jurisdictions in within the United States of America as any Shareholder holding selling holder of such Registrable Securities or any underwriter of the securities being sold shall reasonably (in light of such Shareholder's intended plan of distribution) requests and request, (ii) cause keep such Registrable Securities to be registered with registrations or approved by such other governmental agencies or authorities qualifications in effect for so long as may be necessary by virtue of the business registration statement remains in effect and operations of the Company and do (iii) take any and all other acts and things that such actions as may be reasonably necessary or advisable to enable such Shareholder holder or underwriter to consummate the disposition in such jurisdictions of the such Registrable Securities owned by such Shareholderholder; provided PROVIDED, HOWEVER, that the Company will shall not be required for any such purpose to (Ax) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this paragraph (dSection 2.5(h), (By) subject itself to taxation in any such jurisdiction or (Cz) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.;
(i) The Company will cause all such Registrable Securities to be listed or accepted for quotation on each securities exchange or automated quotation system on which the Company's Common Stock then trades;
(j) otherwise use its reasonable best efforts to comply with all applicable provisions of the Securities Act, and rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three at least twelve months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request Act and such other information as may be legally required in connection with such registration.Rule 158 thereunder; and
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company provide a legal opinion of the happening of any event of the kind described in Section 5.04(e) hereofCompany's outside counsel, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than dated the effective date of such registration statement (and, if such registration statement includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature.
Appears in 2 contracts
Sources: Investors Rights Agreement (Satcon Technology Corp), Investors Rights Agreement (Beacon Power Corp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to In connection with the Company's registration obligations under Section 5.01 or 5.02 2 hereof, the Company will, subject shall effect such registrations to the provisions of such Sections, use its reasonable best efforts to effect the registration and permit the sale of such the Registrable Securities in accordance with the intended method or methods of disposition thereof as quickly as practicablethereof, and in connection with any such requestpursuant thereto the Company shall as expeditiously as possible:
(a) The Company will as expeditiously as possible prepare Prepare and file with the SEC a registration statement Registration Statement or Registration Statements on any appropriate form selected by counsel for under the Company and which form shall be Securities Act available for the sale of the Registrable Securities to be registered thereunder by the Holders in accordance with the intended method or methods of distribution thereofthereof and shall include all required financial statements, and use its reasonable best efforts to cause each such filed registration statement Registration Statement to become effective and remain effective for as provided herein; provided that before filing any such Registration Statement or Prospectus or any amendments or supplements thereto the Company shall furnish within a reasonable time period to each Selling Holder (if requested by such Selling Holder) and the Managing Underwriters of such offering, if any, copies of all such documents proposed to be filed, which documents will be subject to the review of such Selling Holders (if requested by such Selling Holders) and such Managing Underwriters, and the Company shall not less than 180 days (file any such Registration Statement or amendment thereto or any Prospectus or any supplement thereto to which such shorter period Selling Holders shall reasonably object in which all of writing within five Business Days after the Registrable Securities of receipt thereof. In addition, the Holders included Company shall use its best efforts to reflect in each such registration statement shall have actually been sold thereunder)document referenced in this paragraph so filed with the SEC such comments as each Selling Holder and the Managing Underwriters, if any, may propose.
(b) Subject to Section 2(c), prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable period specified in Section 2; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended methods or disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented. The Company will, if requested, prior to filing shall ensure that (i) any Shelf Registration and any amendment thereto and any Prospectus forming a registration statement or prospectus or part thereof and any amendment or supplement theretothereto complies in all material respects with the Act and the rules and regulations thereunder, furnish (ii) any Shelf Registration and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) any Prospectus forming part of any Shelf Registration, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c) Notify each Shareholder Selling Holder and each underwriterthe Managing Underwriters, if any, promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a Prospectus, any Prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities covered by for sale in any jurisdiction or the initiation or threatening of any proceedings for such registration purpose, (v) of the existence of any fact or happening of any event which makes any statement copies of a material fact in such registration statement as proposed Registration Statement or related Prospectus or any document incorporated or deemed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated therein by reference therein), untrue or which would require the prospectus included making of any changes in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder the Registration Statement or underwriter may reasonably request Prospectus in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify Registration Statement will not contain any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After , and that the filing Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the registration statementcircumstances under which they were made, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplementnot misleading, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (iivi) comply with the provisions of the Securities Act with respect Company's good faith determination that a post-effective amendment to the disposition of all Registrable Securities covered a Registration Statement is required by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement laws, rules or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if enteredregulations.
(d) The Company will use Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a 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 earliest possible moment.
(e) If requested by the Selling Holders or the Managing Underwriters, if any, (i) register promptly incorporate in a Prospectus supplement or qualify post-effective amendment to the Registration Statement such information as the Selling Holders or the Managing Underwriters, if any, and the Company mutually agree should be included therein, and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters proposed to be incorporated in such Prospectus supplement or post-effective amendment.
(f) Furnish to the Selling Holders and each Managing Underwriter, if any, without charge, at least one conformed copy of the Registration Statement or Statements and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.
(g) Deliver to each Selling Holder and each Managing Underwriter, if any, in connection with any offering of Registrable Securities, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; and the Company hereby consents to the use of such Prospectus or each amendment or supplement thereto by each of the Selling Holders and the Underwriters, if any, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto.
(h) Prior to any public offering of Registrable Securities, to register or qualify or cooperate with the Holders and the Managing Underwriters, if any, in connection with the registration statement or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under such other the securities or blue sky Blue Sky laws of such jurisdictions in within the United States as the Selling Holders or Managing Underwriters reasonably requests in writing, keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any Shareholder holding and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities reasonably covered by the applicable Registration Statement, provided that the Company will not be required to (i) qualify generally to do business in light of such Shareholder's intended plan of distribution) requests and any jurisdiction where it is not then so qualified or (ii) cause such take any action that would subject it to general service of process in suits or to taxation in any jurisdiction where it is not then so subeject.
(i) Cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies in addition to the SEC or authorities within the United States as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder each Selling Holder or the Managing Underwriters, if any, to consummate the disposition of the such Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdictionSecurities.
(ej) The Company will During the Effectiveness Period (subject to the provisions of Section 2(c)), immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at upon the existence of any time when fact or the occurrence of any event as a prospectus relating thereto is result of which (i) a Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be delivered under stated therein or necessary to make the Securities Actstatements therein, in light of the occurrence of an event requiring the preparation circumstances under which they were made, not misleading, or (ii) a Prospectus shall contain any untrue statement of a supplement material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, promptly prepare and file a post-effective amendment to such prospectus so that, as thereafter delivered each Registration Statement or a supplement to the purchasers of related Prospectus or any document incorporated therein by reference or file any other required document (such Registrable Securities, such prospectus will as a Current Report on Form 8-K) that would be incorporated by reference into the Registration Statement so that the Registration Statement shall not contain an any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in light of the circumstances under which they were made, and promptly prepare so that the Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder; and make available in the case of a post-effective amendment to each such Shareholder and file with the SEC any such supplement or amendmenta Registration Statement, use its best efforts to cause it to become effective as soon as practicable.
(fk) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter Enter into customary such agreements (including including, in the event of an Underwritten Offering, an underwriting agreement in form, scope and substance as is customary formin Underwritten Offerings) and take all such other actions as are in connection therewith (including, in the event of an the Underwritten Offering, those reasonably required requested by the Managing Underwriters, if any, or the Holders of a majority of the Registrable Securities) in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities and in such connection, including whether or not an underwriting agreement is entered into, and if the engagement of a "qualified independent underwriter" in connection registration is an Underwritten Registration, (i) make such representations and warranties to the Holders and the underwriters with respect to the qualification business of the underwriting arrangements with Company and its subsidiaries, the NASD.
Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested; (gii) Upon execution use its best efforts to obtain opinions of confidentiality agreements counsel to the Company and updates thereof (which counsel and opinions (in form form, scope and substance substance) shall be reasonably satisfactory to the CompanyManaging Underwriters, if any, and the Holders of a majority of the Registrable Securities) addressed to each of the underwriters covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Managing Underwriters; (iii) use its best efforts to obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other certified public accountants of any subsidiary of the Company or any business acquired or to be acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each of the Managing Underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with Underwritten Offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority of the Registrable Securities being sold, the Managing Underwriters, if any, to evidence the continued validity of the representations and warranties of the Company will make and its subsidiaries made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement as and to the extent required thereunder.
(l) Make available for inspection by a representative of the Selling Holders, any Shareholder and any underwriter Managing Underwriter participating in any disposition pursuant to a registration statement being filed of Registrable Securities, and any attorney or accountant retained by the Company pursuant to this Section 5.04 and any attorneySelling Holders or such underwriter, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Personand its subsidiaries, and cause the Company's executive officers, directors and employees of the Company and its subsidiaries to supply all information reasonably requested by any Inspectors such representative, Managing Underwriter, attorney or accountant in connection with such registration statementdisposition; provided, however, that any information that is reasonable and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such Persons, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of disclosure or failure to safeguard by any such Person or (iv) such information becomes available to any such Person from a source other than the Company and such source is not bound by a confidentiality agreement.
(hm) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply Comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, in all material respects and make generally available to its securityholders, as soon as reasonably practicable, an securityholders earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, statements (which earnings statement shall satisfy need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act.
) no later than 45 days after the end of any 12-month period (jor 90 days after the end of any 12-month period if such period is a fiscal year) The Company may require each (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such Shareholder to promptly furnish in writing to an offering, commencing on the first day of the first fiscal quarter of the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than commencing after the effective date of a Registration Statement, which statements shall cover said 12-month periods.
(n) Cooperate with the Selling Holders and the Managing Underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such registration statementRegistrable Securities to be in such denominations and registered in such names as such Selling Holder may request.
(o) Ca
Appears in 2 contracts
Sources: Stock Purchase Agreement (World Access Inc), Stock Purchase Agreement (World Access Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered In the case of each registration, qualification, or compliance effected by the Company pursuant to Section 5.01 or 5.02 3 hereof, the Company will, subject will keep each Holder reasonably advised in writing (which may include e-mail) as to the provisions initiation of such Sectionseach registration, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablequalification, and in connection compliance and as to the completion thereof. At its expense with respect to any such requestregistration statement filed pursuant to Section 3, the Company will:
(a) The Company will as expeditiously as possible prepare and file with the SEC Commission with respect to such Registrable Securities, a registration statement on Form SB-2 or any other form selected by for which the Company then qualifies or which counsel for the Company shall deem appropriate, and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method method(s) of distribution thereof, and use its commercially reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of throughout the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).Effectiveness Period;
(b) The Company will, if requested, prior to filing a registration statement or is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution of any comments to the satisfaction of the Commission;
(c) upon telephonically confirming with the Commission the effectiveness of the Registration Statement, the Company shall immediately and simultaneously notify all Holders via facsimile of the effectiveness of the Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effectiveness, file a Form 424(b)(5) with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification from the Commission of effectiveness shall be deemed a Registration Event.
(d) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus or any amendment or supplement theretoused in connection therewith as may be necessary to keep such registration statement effective during the Effectiveness Period;
(e) furnish, furnish without charge, to each Shareholder and each underwriter, if any, Holder of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filedstatement, and thereafter by 9:00 a.m. (New York City time) on the Company will furnish to such Shareholder and underwriter, if any, such day following the Effective Date (i) a reasonable number of copies of such registration statementstatement (including any exhibits thereto other than exhibits incorporated by reference), each subsequent amendment and supplement thereto and such additional copies as such Holder may reasonably request, (in each case including all exhibits thereto and documents incorporated by reference therein), ii) a reasonable number of copies of the prospectus included in such registration statement (including each preliminary prospectusprospectus and any other prospectus filed under Rule 424 under the Securities Act) and such additional copies as such Holders may reasonably request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Shareholder or underwriter Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have Holder, but only during the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall Effectiveness Period;
(f) use its commercially reasonable best efforts to comply with register or qualify such request, provided, however, Registrable Securities under such other applicable securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by such registration statement reasonably requests as may be necessary for the marketability of the Registrable Securities (such request to be made by the time the applicable registration statement is deemed effective by the Commission) and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided that the Company shall not have be required to (i) qualify generally to do business in any obligation jurisdiction where it would not otherwise be required to so modify qualify but for this paragraph (e), (ii) subject itself to taxation in any information such jurisdiction, or (iii) consent to general service of process in any such jurisdiction;
(g) as promptly as practicable after becoming aware of such event, notify each Holder of such Registrable Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event which comes to the Company's attention if so doing would cause as a result of such event the prospectus included in such registration statement contains 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 the Company shall promptly prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading., unless suspension of the use of such prospectus otherwise is authorized herein or in the event of an Blackout Period, in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period;
(ch) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplementcomply, and as so supplemented continue to be filed pursuant to Rule 424 comply during the period that such registration statement is effective under the Securities Act, (ii) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company Exchange Act and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and Commission with respect to the relevant state blue sky commissionsdisposition of all securities covered by such registration statement;
(i) as promptly as practicable after becoming aware of such event, and make available notify each Holder of Registrable Securities being offered or sold pursuant to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date Registration Statement of the registration statement, which earnings statement shall satisfy issuance by the provisions Commission of Section 11(a) any stop order or other suspension of effectiveness of the Securities Act.Registration Statement at the earliest possible time;
(j) The Company may require each such Shareholder use its best efforts to promptly furnish in writing to the Company information regarding the distribution of cause all the Registrable Securities as covered by the Registration Statement to be quoted on the NASD OTC Bulletin Board or such other principal securities market on which securities of the same class or series issued by the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.are then listed or traded;
(k) Each such Shareholder agrees thatprovide a transfer agent and registrar, upon receipt which may be a single entity, for the Registrable Securities at all times;
(l) cooperate with the Holders of Registrable Securities being offered pursuant to the Registration Statement to issue and deliver certificates (not bearing any notice from restrictive legends) representing Registrable Securities to be offered pursuant to the Registration Statement within five Trading Days after delivery of certificates to the Company and enable such certificates to be in such denominations or amounts as the Holders may reasonably request and registered in such names as the Holders may request;
(m) during the Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting to induce any Person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the happening of any event Holders to sell Registrable Securities by reason of the kind described limitations set forth in Section 5.04(eRegulation M under the 1934 Act; and
(n) hereof, such Shareholder will forthwith discontinue take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofRegistration Statement.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Pharmafrontiers Corp), Registration Rights Agreement (Pharmafrontiers Corp)
Registration Procedures. Whenever Shareholders request that If and whenever the Company is ----------------------- required to effect or cause the registration of any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofunder the Securities Act as provided in this Agreement, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and file with the SEC Commission a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the with respect to such Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereofSecurities, and use its reasonable best efforts to cause such filed registration statement to become effective, provided, however, -------- ------- that the Company may discontinue any registration of its securities which is being effected pursuant to Sections 3 or 4 herein at any time prior to the effective date of the registration statement relating thereto;
(b) prepare and remain file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days (or such shorter period in which will terminate when all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies have been sold (but not before the expiration of such registration statement as proposed the 90-day period referred to be filed, in Section 4(3) of the Securities Act and thereafter the Company will furnish to such Shareholder and underwriterRule 174 thereunder, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectusapplicable) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or supplement statement;
(c) furnish to each seller of such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such number of copies of such registration statement and of any stop each such amendment and supplement thereof (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order issued or threatened to facilitate the disposition of the Registrable Securities by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.seller;
(d) The Company will use its reasonable best efforts to (i) register or qualify the such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company each seller shall request, and do any and all other acts and things that which may be reasonably necessary or advisable to enable such Shareholder seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Shareholderseller; provided provided, however, that the Company will shall not -------- ------- be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent it to general service of process in any such jurisdiction.jurisdiction where it is not then so subject or subject itself to general taxation in any jurisdiction where it is not then so subject;
(e) The Company will immediately notify each Shareholder holding such seller of any Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities ActAct within the appropriate period mentioned in clause (b) of this Section 5, of the occurrence Company becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and within ten days prepare and furnish to all sellers a reasonable number of copies of an event requiring the preparation of a supplement amended or amendment to such supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with in the SEC any such supplement or amendment.light of the circumstances then existing;
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed, if such Registrable Securities are not already so listed or on NASDAQ and if the Common Stock such listing is then quoted on NASDAQ permitted under the rules of such exchange, and provide an independent transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement.;
(g) furnish to each seller of Registrable Securities covered by such registration statement a signed counterpart, addressed to such seller (and the underwriters, if any) of:
(i) an opinion of counsel for the Company, dated the effective date of such registration statement (or, if such registration involves an underwritten public offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and substance to the sellers of not less than 50% of such Registrable Securities (and the managing underwriter, if any); and
(ii) a "comfort" letter, dated the effective date of such registration statement (or, if such registration involves an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, covering such matters with respect to such registration statement as are customarily covered in accountants' letters delivered to the underwriters in underwritten offerings of securities as may reasonably be requested by the sellers of not less than 50% of such Registrable Securities (and the managing underwriter, if any); and
(h) make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter (individually, an "Inspector" and collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility (collectively, the "Records"), and cause all of the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; provided that any Records that are designated -------- by the Company in writing as confidential shall be kept confidential by the Inspectors unless (A) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (B) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or by any regulatory authority having jurisdiction. Each Investor agrees that non-public information obtained by it as a result of such Inspections shall be deemed confidential and acknowledges its obligations under the Federal securities laws not to trade any securities of the Company on the basis of material non-public information. The Company may require each seller of Registrable Securities as to which any registration is being effected promptly to furnish to the Company such information regarding the distribution of such Registrable Securities as may be legally
Appears in 2 contracts
Sources: Registration Rights Agreement (Citicorp), Registration Rights Agreement (Delco Remy International Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, (a) If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in Section 1.2, the Company shall:
(i) prepare and file with the Commission a registration statement to effect such registration in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method or methods of distribution thereof, of such securities and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective pursuant to the terms of this Article I; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further, that before filing such registration statement or any amendments thereto, the Company will furnish to the Company Stockholders which are including Registrable Securities in such registration (the “Selling Stockholders”), their counsel (which shall be one counsel for all Selling Stockholders, as designated by the Company Stockholders holding a period of not less than 180 days (or such shorter period in which all majority of the Registrable Securities to be sold) and the lead managing underwriter(s) and their counsel, if any, copies of all such documents proposed to be filed, which documents will be subject to the Holders included in review and reasonable comment of such registration statement shall have actually been sold thereunder).
(bunderwriter(s) counsel, and other documents reasonably requested by such underwriter(s) counsel, including any comment letter from the Commission. The Company will, if requested, prior to filing a shall not file any such registration statement or prospectus or any amendments or supplements thereto with respect to a Shelf Offering to which the Company Stockholders and their counsel or the lead managing underwriter(s), if any, shall reasonably object, in writing, on a timely basis, unless, in the reasonable opinion of the Company, such filing is necessary to comply with Applicable Law;
(ii) prepare and file with the Commission such amendments, supplements and free writing prospectuses to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective pursuant to the terms of this Article I, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;
(iii) if requested by the lead managing underwriter(s), if any, or any of the Company Stockholders, promptly include in a prospectus supplement or post-effective amendment such information as the lead managing underwriter(s), if any, and such Company Stockholders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or supplement theretosuch post-effective amendment as soon as reasonably practicable after the Company has received such request; provided, however, that the Company shall not be required to take any actions under this Section 1.5(a)(iii) that are, in the opinion of counsel for the Company, in violation of Applicable Law;
(iv) furnish to each Shareholder Selling Stockholder and each underwriter, if any, of the Registrable Securities covered securities being sold by such registration statement Selling Stockholder such number of conformed copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder of each amendment and underwriter, if anysupplement thereto, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (each, a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Shareholder or underwriter each Selling Stockholder and each underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have Selling Stockholder; provided, that notwithstanding the right to request that foregoing, the Company modify shall not be required to provide any documents or information to an underwriter or broker, sales agent or placement agent if such underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an underwriter or broker, sales agent or placement agent, as applicable;
(v) use reasonable best efforts to cause such Registrable Securities to be listed on the New York Stock Exchange (or another national securities exchange on which the Company Shares are then listed);
(vi) use reasonable best efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement;
(vii) in an Underwritten Offering, enter into, and perform its obligations under, an underwriting agreement in form, scope and substance as is customary in underwritten offerings and in connection therewith deliver such documents and certificates as are reasonably requested by the Company Stockholders, their counsel and the lead managing underwriter(s), if any, to evidence the continued validity of the representations and warranties made therein and to evidence compliance with any customary conditions contained in the underwriting agreement (all of the above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder);
(viii) use reasonable best efforts to obtain for the Selling Stockholders and underwriter(s) (A) opinion(s) of counsel for the Company, covering the matters customarily covered in corporate opinions and negative assurance letters requested in Underwritten Offerings and (B) “comfort” letter and updates thereof signed by the independent public accountants who have certified the Company’s financial statements and, to the extent required, any other financial statements included, or incorporated by reference, in such registration statement, amendment covering the matters customarily covered in “comfort” letters in connection with Underwritten Offerings dated the date of execution of the underwriting agreement and supplement thereto pertaining brought down to the closing under the underwriting agreement;
(ix) promptly make available for inspection by each Selling Stockholder or any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained in connection with such Shareholder offering by such Selling Stockholder or underwriter (collectively, the “Inspectors”), such financial and other records, pertinent corporate documents and instruments of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to verify the accuracy of the information in such registration statement and exercise their due diligence responsibility, and cause the officers, directors and employees of the Company and its Subsidiaries (and use its reasonable best efforts to comply cause its auditors) to participate in customary due diligence calls and to supply all information in each case reasonably requested by any such Inspector in connection with such request, registration statement; provided, however, that the Company shall not have any obligation be required to so modify provide any information under this clause (ix) if (A) the Company believes, after consultation with counsel for the Company, that to do so doing would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (B) if either (1) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (2) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing (email being sufficient); unless prior to furnishing any such information with respect to clause (1) or (2), such Inspector enters into a customary confidentiality agreement with the Company, on terms and conditions reasonably acceptable to the Company; provided, further, that each Selling Stockholder agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction or by another Governmental Authority, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action seeking to prevent disclosure of the Records deemed confidential;
(x) as promptly as practicable notify in writing (email being sufficient) the Selling Stockholders and the underwriters, if any, of the following events: (A) the filing of the registration statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (B) any request by the Commission or any other U.S. or state Governmental Authority for amendments or supplements to the registration statement or the prospectus or for additional information; (C) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (D) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; and (E) upon the Company’s knowledge of the occurrence of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, prospectus or documents so that, in the case of the registration statement, it will not contain an any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After , and that in the filing case of the registration statementprospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the Company will (i) cause statements therein, in the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions light of the Securities Act with respect circumstances under which they were made, not misleading, and, at the request of any Selling Stockholder, promptly prepare and furnish to the disposition such Selling Stockholder a reasonable number of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods copies of disposition by the sellers thereof set forth in a supplement to or an amendment of such registration statement or supplement prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration shall not include an untrue statement of any stop order issued a material fact or threatened by the SEC or any omit to state securities commission under state blue sky laws and take all reasonable actions a material fact required to prevent be stated therein or necessary to make the entry statements therein, in the light of such stop order or to remove it if entered.the circumstances under which they were made, not misleading;
(dxi) The Company will use its reasonable best efforts to (i) register or qualify obtain the Registrable Securities covered by withdrawal of any order suspending the effectiveness of such registration statement under such other securities statement, or blue sky laws the lifting of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue suspension of the business and operations qualification (or exemption from qualification) of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided for sale in any jurisdiction at the earliest reasonable practicable date, except that the Company will shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this paragraph clause (d)x) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to general service of process in any such jurisdiction.;
(exii) The Company will immediately notify cooperate with each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading Selling Stockholders and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement participating in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" Securities and their respective counsel in connection with the qualification of the underwriting arrangements any filings required to be made with the NASD.FINRA;
(gxiii) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Companyan underwritten public offering, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties have appropriate officers of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, prepare and cause the Company's officers, directors make presentations at a reasonable number of “road shows” and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort lettersbefore analysts, as the case may be, as a majority of such Shareholders or and other information meetings reasonably organized by the managing underwriter therefor reasonably requests.
(i) The Company will underwriters and otherwise use its reasonable best efforts to comply with all applicable rules cooperate as reasonably requested by the Company Stockholders and regulations the underwriters in the offering, marketing or selling of the SEC and the relevant state blue sky commissionsRegistrable Securities;
(xiv) notify each Selling Stockholder, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months promptly after the effective date Company receives notice thereof, of the time when such registration statementstatement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(xv) cause all such Registrable Securities registered hereunder to be listed on a globally recognized securities exchange or on the securities exchange on which the Registrable Securities are then listed;
(xvi) use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the Selling Stockholders or the Underwriters; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, which earnings statement shall satisfy unless the provisions of Section 11(a) of Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; and
(xvii) give quarterly notice to each Selling Stockholder of the aggregate number of outstanding shares of the Company following disclosure of such in the relevant periodic report required to be filed by the Company with the United States Securities and Exchange Commission under the Exchange Act, which, for the avoidance of doubt, shall be the Company’s Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as applicable.
(jb) The Company may require each such Shareholder Selling Stockholder and each underwriter, if any, to promptly furnish in writing to the Company such information regarding such Selling Stockholder or such underwriter and the distribution of the such Registrable Securities as the Company may from time to time reasonably request and in writing (email being sufficient) to complete or amend the information required by such other information as may be legally required registration statement in connection order to conform with such registrationthe requirements of Applicable Law.
(kc) Each such Shareholder Selling Stockholder agrees that, that upon receipt of any notice from the Company of the happening of any event of the kind described in clauses (B), (C), (D) or (E) of Section 5.04(e) hereof1.5(a)(x), such Shareholder will Selling Stockholder shall forthwith discontinue such Selling Stockholder’s disposition of Registrable Securities pursuant to the applicable registration statement covering such Registrable Securities and prospectus relating thereto until such Shareholder's Selling Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e1.5(a)(x), or until it is advised in writing (email being sufficient) hereof, and, if so directed by the CompanyCompany that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Shareholder will deliver prospectus.
(d) With a view to making available to the Company all copies, other than any permanent file copies then in such Shareholder's possession, Stockholders the benefits of Rule 144 under the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such noticeAct, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.shall:
(li) The Company will use its reasonable best efforts to list make and keep public information available, as those terms are defined in Rule 144 or any similar or analogous rule under the Securities Act;
(ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act, at any time when the Company is subject to such Registrable Securities on any securities exchange on which the Common Stock reporting requirements; and
(iii) otherwise use reasonable best efforts to provide such Company Stockholder with such customary assistance as is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statementreasonably requested.
Appears in 2 contracts
Sources: Registration Rights Agreement (NRG Energy, Inc.), Registration Rights Agreement (NRG Energy, Inc.)
Registration Procedures. Whenever Shareholders request the Holders have requested that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 2 hereof, the Company will, subject to the provisions of such Sectionsat its expense, use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof as quickly as practicableprior to the Required Filing Date, and in connection with any such request, the Company will as expeditiously as practicable:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its commercially reasonable best efforts and proceed diligently and in good faith to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of under the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to Act; PROVIDED that before filing a registration statement or prospectus or any amendment amendments or supplement supplements thereto, the Company will furnish to each Shareholder all Selling Holders and each underwriterto one counsel reasonably acceptable to the Company selected by the Selling Holders, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel; PROVIDED FURTHER that in connection with a Demand Registration, the Company shall not file any registration statement or prospectus, or any amendments or supplements thereto, if any, the Requesting Holders who hold a majority of the Registrable Securities covered by such registration statement copies of or their counsel shall reasonably object on a timely basis;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as proposed may be necessary to be filedkeep such registration statement effective pursuant to Section 2 for a period (except as provided in the last paragraph of this Section 5) of not less than 180 consecutive days or, if shorter, the period terminating when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable period referred to in Section 4(3) of the Securities Act and thereafter Rule 174 thereunder, if applicable) and comply with the Company will provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended method of disposition by the Selling Holders thereof set forth in such registration statement;
(c) furnish to each such Shareholder and underwriter, if any, Selling Holder such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinthereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter Selling Holder may reasonably request request, including, but not limited to, the matters set forth in Sections 5(a)(i), (ii), (iii) and (v), in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have Selling Holder;
(d) notify the right Selling Holders promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement or any post-effective amendment, when the same has become effective under the Securities Act and each applicable state Law, (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) if at any time the representations or warranties of the Company modify or any information Subsidiary contained in any agreement (including any underwriting agreement) contemplated by Section 5(i) below cease to be true and correct in any material respect, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (vi) of the happening of any event which makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, amendment and supplement thereto pertaining to such Shareholder and prospectus or documents so that, in the Company shall use its reasonable best efforts to comply with such requestcase of the registration statement, provided, however, that the Company shall it will not have contain any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After , and that in the filing case of the registration statementprospectus, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading, and promptly prepare and make available (vii) of the Company's reasonable determination that a post-effective amendment to each such Shareholder and file with a registration statement would be appropriate;
(e) use commercially reasonable efforts to obtain the SEC withdrawal of any such supplement order suspending the effectiveness of a registration statement, or amendment.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 earliest practicable moment;
(f) In connection cooperate with the Selling Holders and the managing Underwriter or Underwriters to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any Demand Registration requested restrictive legends and shall be in a form eligible for deposit with The Depositary Trust Company;
(g) use commercially reasonable efforts to register or qualify such Registrable Securities as promptly as practicable under such other securities or blue sky laws of such jurisdictions as any Selling Holder or managing Underwriter reasonably (in light of the intended plan of distribution) requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Selling Holder or managing Underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by the CSH Shareholders, such Selling Holder; PROVIDED that the Company shall appoint will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (g), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;
(h) use commercially reasonable efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities, if any, as may be required of the underwriter Company to enable the Selling Holder or underwriters chosen by CSH. The Company will Selling Holders thereof to consummate the disposition of such Registrable Securities;
(i) enter into customary agreements (including an underwriting agreement in customary formform with customary indemnification provisions) and take such other actions as are reasonably required or advisable in order to expedite or facilitate the disposition of such Registrable Securities, including providing reasonable availability of appropriate members of senior management of the engagement of a "qualified independent underwriter" Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the qualification same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the underwriting arrangements with Company in determining the NASD.scheduling and duration of any road show;
(gj) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and Selling Holder of such Registrable Securities, any underwriter Underwriter participating in any disposition pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder Selling Holder or underwriter Underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspectors in connection with such registration statement.
. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company or its Affiliates unless and until such is made generally available to the public (h) The Company will furnish to each such Shareholder (if requested other than by such Shareholder) and to each Selling Holder). Each Selling Holder of such underwriterRegistrable Securities further agrees that it will, if anyas soon as practicable upon learning that disclosure of such Records is sought in a court of competent jurisdiction, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel give notice to the Company and allow the Company at its expense to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(iik) use commercially reasonable efforts to obtain a comfort letter or comfort letters from the Company's independent public accountants, each accountants in customary form and covering such matters of the type customarily covered by opinions or comfort letters, letters as the case may be, as Selling Holders of a majority of such Shareholders the shares of Registrable Securities being sold or the managing underwriter therefor Underwriter or Underwriters reasonably requests.;
(il) The Company will otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a period of 12 twelve months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a11
(a) of the Securities Act.;
(jm) use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or quoted on any inter-dealer quotation system on which similar securities issued by the Company are then quoted;
(n) if any event contemplated by Section 5(d)(vi) above shall occur, as promptly as practicable prepare a supplement or amendment or post-effective amendment to such registration statement or the related prospectus or any document incorporated therein by reference or promptly file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and
(o) cooperate and assist in any filing required to be made with the National Association of Securities Dealers, Inc. and in the performance of any due diligence investigation by any underwriter, including any "qualified independent underwriter," or any Selling Holder. The Company may require each such Shareholder Selling Holder to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company it may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) . Notwithstanding anything herein to the contrary, the Company shall have the right to exclude from any offering the Registrable Securities of any Selling Holder who does not comply with the provisions of the immediately preceding sentence. Each such Shareholder Selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e5(d)(vi) hereof, such Shareholder Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such ShareholderSelling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e5(d)(vi) hereof, and, if so directed by the Company, such Shareholder Selling Holder will deliver to the Company all copies, other than any permanent file copies copies, then in such ShareholderSelling Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a5(b) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e5(d)(vi) hereof to the date when the Company shall make available to the Selling Holders of Registrable Securities covered by such Shareholder registration statement a prospectus supplemented or amended to conform with the requirements of Section 5.04(e5(d)(vi) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Stockholders Agreement (Christina Bank & Trust Co), Stockholders Agreement (TNPC Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 5.1 and 5.2, the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible possible:
(i) prepare and file with the SEC a Commission the requisite registration statement on any form selected by counsel for the Company to effect such registration and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 one hundred eighty (180) days (or such shorter period in which until all of the such Registrable Securities have been disposed of (if earlier), provided that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the Holders included in such registration statement shall have actually been sold thereunder).relating thereto;
(bii) The Company will, if requested, prior to furnish at least five (5) business days before filing a registration statement or that registers such Registrable Securities, a prospectus relating thereto or any amendment amendments or supplement supplements relating to such a registration statement or prospectus, to one counsel selected by the holders of a majority of Registrable Securities (the "Investor Counsel"), copies of a registration statement, the prospectus and any amendments or supplements thereto, furnish and shall not file any thereof to each Shareholder and each underwriter, if any, of which such counsel shall have reasonably objected on the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of grounds that such registration statement, each prospectus, amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules or regulations thereunder (it being understood that such five (5) business day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and supplement thereto reasonable under the circumstances);
(in each case including all exhibits thereto iii) prepare and documents incorporated by reference therein), file with the prospectus included in Commission such amendments and supplements to such registration statement (including each preliminary prospectus) and such other documents the prospectus used in connection therewith as such Shareholder or underwriter may reasonably request in order be necessary to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in keep such registration statement, amendment statement effective for a period of not less than six (6) months and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable period until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;
(iv) notify in writing the Investor Counsel promptly of the receipt by the Company of any notification with respect to (a) any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement to thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (b) the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose, and (iiic) promptly notify the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) furnish to each Shareholder holding seller of Registrable Securities covered by such registration statement such number of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry conformed copies of such stop order or to remove it if entered.registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request;
(dvi) The Company will use its reasonable best efforts to (i) register or qualify the all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States jurisdictions as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any Shareholder holding other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 5.3(vi) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;
(vii) use its best efforts to cause all Registrable Securities reasonably (in light of covered by such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the seller or sellers thereof to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.;
(gviii) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, seller of Registrable Securities a signed counterpart, addressed to such underwriter seller (and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, andunderwriters, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(aany) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.of
Appears in 2 contracts
Sources: Investor Rights Agreement (Net2000 Communications Inc), Investor Rights Agreement (Blue Water Strategic Fund I LLC)
Registration Procedures. (a) Whenever Shareholders request the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to Section 5.01 2 or 5.02 hereofSection 3, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible possible:
(i) prepare and file with the SEC Commission a registration statement on any the appropriate form selected by counsel for the Company and which form shall be available for the sale of the with respect to such Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereofSecurities, and use its reasonable best efforts to cause such filed registration statement to become effective as soon as reasonably practicable after the filing thereof; provided, however, that the Company may discontinue any registration of securities that is being effected pursuant to Section 3 at any time prior to the effective date of the registration statement relating thereto, and remain provided further, that before filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of any registration statement, as soon as practicable, the Company will furnish to any Holder covered by such Registration Statement copies of all such documents proposed to be filed, which documents will be subject to the review of such Holder;
(ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days (the period set forth in such section or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the will terminate when Registrable Securities covered by such registration statement copies have been sold (but not before the expiration of the applicable prospectus delivery period) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement as proposed to be filedduring such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(iii) notify each seller of Registrable Securities requesting registration, and thereafter promptly after the Company will shall receive notice thereof, of the time when such registration statement has been filed;
(iv) furnish without charge to such Shareholder and underwriter, if any, each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto (in each case thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits thereto and documents (including those incorporated by reference thereinreference), ; the prospectus included in such registration statement (including including, without limitation, each preliminary prospectus) ); and such other documents as such Shareholder or underwriter seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall seller;
(v) use its reasonable best efforts to comply with register or qualify such request, provided, however, Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as any seller reasonably requests; keep each such registration or qualification effective during the period such registration statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall will not have for any obligation such purpose be required to so modify (1) qualify generally to do business as a foreign corporation in any information if so doing jurisdiction where it would cause not otherwise be required to qualify but for the requirements of this subsection; (2) subject itself to taxation in any such jurisdiction; (3) consent to general service of process in any such jurisdiction; or (4) register or qualify Registrable Securities or take any other action under the state securities or "Blue Sky" laws of any jurisdiction if, in the reasonable good faith judgment of the Board of Directors of the Company, the consequences of the registration, qualification or other action would be unduly burdensome to the Company);
(vi) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event which requires the making of any change in the prospectus to included in such registration statement so that such document will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After , and, at the filing request of the registration statementany such seller, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, that such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.misleading;
(fvii) In connection with any Demand Registration requested by the CSH Shareholdersuse its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange or exchanges, automated quotation system or over-the-counter market upon which securities of the Company shall appoint of the underwriter or underwriters chosen by CSH. The Company will same class are then listed;
(viii) enter into such customary agreements (including an including, without limitation, underwriting agreement agreements in customary form, substance and scope) and take all such other actions action as are the Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably required request in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.;
(gix) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and Commission;
(x) in the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date event of the issuance of any stop order suspending the effectiveness of a registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt or of any notice from order suspending or preventing the Company of the happening use of any event related prospectus or suspending the qualification of the kind described any securities included in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including for sale in any jurisdiction, the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts promptly to list such Registrable Securities on any securities exchange on which obtain the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date withdrawal of such registration statement.order;
Appears in 2 contracts
Sources: Registration Rights Agreement (Alliance Resources PLC), Registration Rights Agreement (Encap Equity 1996 Limited Partnership)
Registration Procedures. Whenever Shareholders request that Subject to the proviso of Section 2.1(d), if and whenever the Company is required to effect the registration of any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject to the provisions of such Sections, shall use its reasonable best efforts to effect and facilitate the registration registration, offering and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly promptly as is practicable, and in connection with any such requestthe Company shall as expeditiously as possible:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement (within thirty (30) days after the date on any form selected by counsel for which the Company has given Holders notice of any request for Demand Registration) a Registration Statement with respect to such Registrable Securities, make all required filings required (including FINRA filings) in connection therewith and which form shall be available for thereafter and (if the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and Registration Statement is not automatically effective upon filing) use its reasonable best efforts to cause such filed registration statement Registration Statement to become effective; provided that, before filing a Registration Statement or any amendments or supplements thereto (including free writing prospectuses under Rule 433), the Company will furnish to Holders’ Counsel for such registration copies of all such documents proposed to be filed (including exhibits thereto), which documents will be subject to review of such counsel, and remain such other documents reasonably requested by such counsel, including any comment letter from the SEC, and give the Holders participating in such registration an opportunity to comment on such documents and keep such Holders reasonably informed as to the registration process; provided, further, that if registration at the time would require the inclusion of pro forma financial or acquired business historical financial information, which requirement the Board determines the Company is reasonably unable to comply with, then the Company may defer the filing of the Registration Statement that is required to effect the applicable registration for a reasonable period of time to compile such information;
(i) prepare and file with the SEC such amendments and supplements to any Registration Statement as may be necessary to keep such Registration Statement effective for a period of either (A) not less than 180 ninety (90) days or, if such Registration Statement relates to an Underwritten Offering in the case of a Demand Registration, such longer period as in the opinion of counsel for the managing underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or the maximum period of time permitted by the Securities Act in the case of a Shelf Registration Statement, or (or B) such shorter period in which ending when all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies Registration Statement have been disposed of such registration statement as proposed to be filed, and thereafter (but in any event not before the Company will furnish to such Shareholder and underwriter, if any, such number expiration of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact longer period required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, ) and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during Registration Statement;
(c) furnish to each Selling Holder, Holders’ Counsel and the applicable period underwriters such number of copies, without charge, of any Registration Statement, each amendment and supplement thereto, including each preliminary prospectus, final prospectus, all exhibits and other documents filed therewith and such other documents as such Persons may reasonably request from time to time in accordance with order to facilitate the intended methods disposition of disposition the Registrable Securities owned by such Selling Holder; provided that, before amending or supplementing any Registration Statement, the sellers thereof set forth in Company shall furnish to the Holders a copy of each such registration statement proposed amendment or supplement and not file any such proposed amendment or supplement to which any Selling Holder reasonably objects. The Company hereby consents to the use of such prospectus and (iii) promptly notify each Shareholder holding amendment or supplement thereto by each of the Selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement of prospectus and any stop order issued such amendment or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.supplement thereto;
(d) The Company will use its reasonable best efforts to (i) register or qualify the any Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding Selling Holder, and the managing underwriters, if any reasonably request, use its reasonable best efforts to keep each such Registrable Securities reasonably registration or qualification (in light of or exemption therefrom) effective during the period such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities Registration Statement is required to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company kept effective and do any and all other acts and things that may be reasonably necessary or reasonably advisable to enable such Shareholder Selling Holder and each underwriter, if any, to consummate the disposition of the seller’s Registrable Securities owned by in such Shareholderjurisdictions; provided that the Company will not be required to (Ai) qualify generally to do business in any such jurisdiction where it would not otherwise be required to qualify but for this paragraph (d)subsection, (Bii) subject itself to taxation in any such jurisdiction where it is not then so subject or (Ciii) consent to general service of process in any such jurisdiction.jurisdiction where it is not then so subject (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith);
(e) The Company will immediately notify each Shareholder holding such use its reasonable best efforts to cause all Registrable Securities covered by any Registration Statement to be registered with or approved by such registration statementother governmental agencies, at authorities or self-regulatory bodies as may be necessary or reasonably advisable in light of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities in accordance with the intended method or methods of disposition thereof;
(f) during any time when a prospectus relating thereto is required to be delivered under the Securities Act, promptly notify each Selling Holder and Holders’ Counsel upon discovery that, or upon the discovery of the occurrence happening of any event as a result of which, the prospectus contains an event requiring untrue statement of a material fact or omits any fact necessary to make the preparation statements therein not misleading in light of the circumstances under which they were made and, as promptly as practicable, prepare and furnish to such Selling Holders a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;
(g) promptly notify each Selling Holder and promptly prepare and make available Holders’ Counsel (i) when the Registration Statement, any prospectus supplement or any post-effective amendment to each the Registration Statement has been filed and, with respect to such Shareholder and file with Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any written comments by the SEC or any request by the SEC for amendments or supplements to such Registration Statement or to amend or to supplement any prospectus contained therein or amendment.for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for any of such purposes, (iv) if at the time the Company has reason to believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 2.6(j) below cease to be true and correct and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of such Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose;
(fh) In connection with any Demand Registration requested cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the CSH ShareholdersCompany are then listed or, if no similar securities issued by the Company shall appoint are then listed on any securities exchange, use its reasonable best efforts to cause all such Registrable Securities to be listed on the underwriter or underwriters chosen by CSH. The Company will Nasdaq Global Select Market;
(i) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement, and, if required, obtain a CUSIP number for such Registrable Securities not later than such effective date;
(j) enter into such customary agreements (including an underwriting agreement agreements with customary provisions in customary formsuch forms as may be requested by the managing underwriters) and take all such other actions as are the Selling Holders or the underwriters, if any, reasonably required request in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.;
(gk) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and Selling Holder, Holders’ Counsel, any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 applicable Registration Statement and any attorney, accountant or other professional agent retained by any such Shareholder Selling Holder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties documents relating to the business of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonSelling Holder, and cause the Company's ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any Inspectors such Selling Holder, Holders’ Counsel, underwriter, attorney, accountant or agent in connection with such registration statement.
(hRegistration Statement and make senior management of the Company available for customary due diligence and drafting activity; provided that any such Person gaining access to information or personnel pursuant to this Section 2.6(k) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of shall (i) an opinion or opinions of counsel reasonably cooperate with the Company to limit any resulting disruption to the Company Company’s business and (ii) agree to use reasonable efforts to protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (A) the release of such information is requested or required by deposition, interrogatory, requests for information or documents by a comfort letter governmental entity, subpoena or comfort letters similar process, (B) the release of such information, in the opinion of such Person, is required to be released by law or applicable legal process, (C) such information is or becomes publicly known without a breach of this Agreement, (D) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (E) such information is independently developed by such Person. In the case of a proposed disclosure pursuant to (A) or (B) above, such Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure and, if requested by the Company's independent public accountants, each assist the Company in customary form and covering such matters of seeking to prevent or limit the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.proposed disclosure;
(il) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a the period of 12 months, at least twelve months beginning within three months with the first day of the Company’s first full calendar quarter after the effective date of the registration statementapplicable Registration Statement, which earnings statement shall will satisfy the provisions of Section 11(a) of the U.S. Securities Act.Act (including, at the Company’s option, Rule 158 thereunder);
(jm) The Company may require each in the case of an Underwritten Offering, promptly incorporate in a prospectus supplement or post-effective amendment such Shareholder information as the managing underwriters or any Selling Holder reasonably requests to promptly furnish in writing to be included therein, the Company information regarding purchase price being paid therefor by the distribution underwriters and any other terms of the Underwritten Offering of the Registrable Securities as to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(n) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or ceasing trading of any securities included in such Registration Statement for sale in any jurisdiction, use every reasonable effort to promptly obtain the withdrawal of such order;
(o) make senior management of the Company may from time available to time assist to the extent reasonably request requested by the managing underwriters of any Underwritten Offering to be made pursuant to such registration in the marketing of the Registrable Securities to be sold in the Underwritten Offering, including the participation of such members of the Company’s senior management in “road show” presentations and such other information customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities to be sold in the Underwritten Offering, and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto, in each case to the same extent as may if the Company were engaged in a primary registered offering of its Common Stock;
(p) use reasonable best efforts to: (a) obtain all consents of independent public accountants required to be legally required included in the Registration Statement and (b) in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition each offering and sale of Registrable Securities pursuant Securities, obtain one or more comfort letters, addressed to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver underwriters and to the Company all copiesSelling Holders, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including dated the date of the giving underwriting agreement for such offering and the date of notice pursuant each closing under the underwriting agreement for such offering, signed by the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the underwriters or Genworth, if any member of the Genworth Affiliated Group is a Selling Holder in such offering, or otherwise by the Holders of a majority of the Registrable Securities being sold in such offering, as applicable, reasonably request;
(q) use reasonable best efforts to Section 5.04(eobtain: (a) hereof all legal opinions from Company Outside Counsel (or internal counsel) required to be included in the Registration Statement and (b) in connection with each closing of a sale of Registrable Securities, legal opinions from Company Outside Counsel (or internal counsel if acceptable to the managing underwriters), addressed to the underwriters, dated as of the date when of such closing, with respect to the Registration Statement, each amendment and supplement thereto (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature;
(r) upon the occurrence of any event contemplated by Section 2.6(f) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(s) reasonably cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(t) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided that, to the extent that any prohibition is applicable to the Company, the Company shall will take all reasonable action to make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.prohibition inapplicable; and
(lu) The Company will use its reasonable best efforts to list take or cause to be taken all other actions, and do and cause to be done all other things necessary or reasonably advisable in the opinion of Holders’ Counsel to effect the registration, marketing and sale of such Registrable Securities on Securities. The Company agrees not to file or make any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.am
Appears in 2 contracts
Sources: Registration Rights Agreement (Genworth Mortgage Holdings, Inc.), Registration Rights Agreement (Genworth Mortgage Holdings, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant the Company is required to Section 5.01 or 5.02 hereofeffect a registration hereunder (or, as applicable, requested to assist in connection with a sale under a shelf registration statement), the Company will, subject to the provisions of such Sections, shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly promptly as practicable, and and, in connection with any such request, as applicable:
(a) The Company will shall as expeditiously as possible reasonably practicable prepare and file with the SEC a registration statement on any form selected by for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to (i) cause such filed registration statement to become and remain effective for effective, and (ii) promptly update such registration statement so that it does not contain an untrue statement of a period of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not less than 180 days (or such shorter period in which misleading, until all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder); provided that, at the request of any Holder, the intended method of distribution relating to the sale of the Registrable Securities to be registered thereunder shall provide for individual Holders to be named as selling stockholders under such registration statement.
(b) The Company will, if requested, prior Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each Shareholder Holder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will shall furnish to such Shareholder each Holder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Shareholder a Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such ShareholderHolder. Each Shareholder The Holders shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder the Holders, and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation so to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and and, as so supplemented supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers Holders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement the Holders of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required best efforts to prevent the entry of such stop order or to remove it if entered.
(d) The Company will shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities the Holders reasonably (in light of such Shareholder's the Holders’ intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder a Holder to consummate the disposition of the Registrable Securities owned by such Shareholder; Holder, provided that the Company will shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 2.9(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will shall immediately notify each Shareholder holding such Registrable Securities covered by such registration statementthe Holders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder the Holders and file with the SEC any such supplement or amendment.
(f) In The Company shall select an underwriter or underwriters in connection with any Underwritten Offering; provided that, in the event of a Demand Registration requested by the CSH Shareholders▇▇▇▇▇▇ Holders or the Vestar Holders, such underwriter or underwriters shall be selected by the ▇▇▇▇▇▇ Holders or the Vestar Holders, as the case may be, with the consent of the Company (which consent shall not be unreasonably withheld). In connection with any Underwritten Offering, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities in any such Underwritten Offering, including including, to the extent necessary, the engagement of a "“qualified independent underwriter" ” in connection with the qualification of the underwriting arrangements with the NASDFINRA.
(g) Upon Subject to the execution of confidentiality agreements satisfactory in form and substance reasonably satisfactory to the CompanyCompany in the exercise of its good faith judgment, the Company will make available for inspection by any Shareholder give to the Holders, their counsel and any underwriter participating in any disposition pursuant accountants (i) reasonable and customary access to a registration statement being filed by the Company pursuant to this Section 5.04 its books and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, that, in the opinion of the Board are pertinent corporate documents documents, and properties (ii) such opportunities to discuss the business of the Company (collectivelywith its directors, officers, employees, counsel and the "Records") independent public accountants who have certified its financial statements, as shall be reasonably requested by any such Personappropriate, and cause in the Company's officersreasonable judgment of counsel, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statementthe Holders, to enable them to exercise its due diligence responsibility.
(h) The Company will shall use its reasonable best efforts to furnish to each such Shareholder (if requested by such Shareholder) the Holders and to each such underwriter, if any, a signed counterpart, addressed to the Holders or such underwriter and the participating Shareholdersunderwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountants, each in customary form and covering such matters of the type kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor Holder and the underwriters reasonably requestsrequest.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement Each Holder shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company such information regarding such Holder that is reasonably necessary for the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information regarding such Holder as may be legally required or advisable in connection with such registration.
(kj) Each such Shareholder Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof2.9(e), such Shareholder will Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Holder’s Registrable Securities until such Shareholder's Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof2.9(e), and, if so directed by the Company, such Shareholder will deliver to the Company Holders shall destroy all copies, other than any permanent file copies then in such Shareholder's Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof2.9(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e2.9(e) hereof to the date when the Company shall make available to such Shareholder the Holders a prospectus supplemented or amended to conform with the requirements of Section 5.04(e2.9(e).
(k) hereofThe Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.
(l) The Company will shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.
(m) The Company shall use its reasonable best efforts to list such take all other steps necessary to effect the registration of Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statementcontemplated hereby.
Appears in 2 contracts
Sources: Registration Rights Agreement (Duff & Phelps Corp), Registration Rights Agreement (Duff & Phelps Corp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities are to be registered pursuant to Section 5.01 or 5.02 Article VIII hereof, the Company will, subject to the provisions of such Sectionsat its expense, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request, the Company will as expeditiously as practicable:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts and proceed diligently and in good faith to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of under the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to Act; provided that before filing a registration statement or prospectus or any amendment amendments or supplement supplements thereto, the Company will furnish to each Shareholder all Selling Holders and each underwriterto one counsel reasonably acceptable to the Company selected by the Selling Holders, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and the Company will pay the reasonable fees of such counsel; provided, that in connection with a Demand Registration, the Company shall not file any registration statement or prospectus, or any amendments or supplements thereto, if any, the Demand Holders who hold a majority of the Registrable Securities covered by such registration statement copies of statement, their counsel, or the managing Underwriters shall reasonably object, in writing, on a timely basis;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as proposed may be necessary to be filedkeep such registration statement effective for a period (except as provided in the last paragraph of this Article VIII) of not less than 270 consecutive days or, if shorter, the period terminating when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable period referred to in Section 4(3) of the Securities Act and thereafter Rule 174 thereunder, if applicable) and comply with the Company will provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Selling Holders thereof set forth in such registration statement;
(c) furnish to each such Shareholder and underwriter, if any, Selling Holder such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinthereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter Selling Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have Selling Holder;
(d) notify the right Selling Holders promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement or any post-effective amendment, when the same has become effective under the Securities Act and each applicable state law, (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company modify of any information contained notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event which makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, amendment and supplement thereto pertaining to such Shareholder and prospectus or documents so that, in the Company shall use its reasonable best efforts to comply with such requestcase of the registration statement, provided, however, that the Company shall it will not have contain any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading., and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (vi) of the Company's reasonable determination that a post-effective amendment to a registration statement would be appropriate;
(ce) After use its best efforts to obtain the filing withdrawal of any order suspending the effectiveness of a registration statement, or the Company will lifting of any suspension of the qualification (ior exemption from qualification) cause of any of the related prospectus Registrable Securities for sale in any jurisdiction, at the earliest practicable moment;
(f) cooperate with the Selling Holders and the managing Underwriter or Underwriters to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be supplemented by sold, which certificates shall not bear any required prospectus supplement, restrictive legends and as so supplemented shall be in a form eligible for deposit with The Depositary Trust Company; and enable such Registrable Securities to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth registered in such registration statement names as the managing Underwriter or supplement Underwriters may request at least 2 business days prior to such prospectus and (iii) promptly notify each Shareholder holding any sale of Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.Securities;
(dg) The Company will use its reasonable best efforts to (i) register or qualify the such Registrable Securities covered by such registration statement as promptly as practicable under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities Selling Holder or managing Underwriter reasonably (in light of such Shareholder's the intended plan of distribution) requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Selling Holder or managing Underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder; provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (g), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;
(h) use its best efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the Selling Holder or Selling Holders thereof to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.;
(fi) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.;
(gj) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and Selling Holder of such Registrable Securities, any underwriter Underwriter participating in any disposition pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained retained, and paid, by any such Shareholder Selling Holder or underwriter Underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspectors in connection with such registration statement.
(h) The . Records which the Company will furnish determines, in good faith, to each such Shareholder (if requested be confidential shall not be disclosed by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of Inspectors unless (i) an opinion the disclosure of such Records is necessary to avoid or opinions correct a misstatement or omission in such registration statement or (ii) the release of counsel such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company or its Affiliates unless and until such is made generally available to the public. Each Selling Holder of such Registrable Securities further agrees that it will, as soon as practicable upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company at its expense to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(iik) use its best efforts to obtain a comfort letter or comfort letters from the Company's independent public accountants, each accountants in customary form and covering such matters of the type customarily covered by opinions or comfort letters, letters as the case may be, as Selling Holders of a majority of such Shareholders the shares of Registrable Securities being sold or the managing underwriter therefor Underwriter or Underwriters reasonably requests.;
(il) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three 3 months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a11
(a) of the Securities Act.;
(jm) use its best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or quoted on any inter-dealer quotation system on which similar securities issued by the Company are then quoted;
(n) if any event contemplated by paragraph (d)(v) above shall occur, as promptly as practicable prepare a supplement or amendment or post-effective amendment to such registration statement or the related prospectus or any document incorporated therein by reference or promptly file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(o) cooperate and assist in any filing required to be made with the National Association of Securities Dealers, Inc. and in the performance of any due diligence investigation by any underwriter, including any "qualified independent underwriter," or any Selling Holder; and
(p) cooperate fully with the marketing and sale of securities in accordance with this Agreement including, without limitation, providing marketing support and causing the appropriate member(s) of management to participate in "road show" presentations and attend meetings with Underwriters as requested by the Parties or the Underwriters. The Company may require each such Shareholder Selling Holder to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company it may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) . Notwithstanding anything herein to the contrary, the Company shall have the right to exclude from any offering the Registrable Securities of any Selling Holder who does not comply with the provisions of the immediately preceding sentence. Each such Shareholder Selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(eparagraph (d)(v) hereofabove, such Shareholder Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such ShareholderSelling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(eparagraph (d)(v) hereofabove, and, if so directed by the Company, such Shareholder Selling Holder will deliver to the Company all copies, other than any permanent file copies copies, then in such ShareholderSelling Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(eparagraph (d)(v) hereof above to the date when the Company shall make available to the Selling Holders of Registrable Securities covered by such Shareholder registration statement a prospectus supplemented or amended to conform with the requirements of Section 5.04(eparagraph (d)(v) hereofabove.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Stockholders Agreement (Aki Inc), Stockholders Agreement (Aki Holding Corp)
Registration Procedures. Whenever Shareholders request that any the Company is obligated to register Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to:
(a) cause the registration statement filed with respect to comply such Registrable Securities to remain effective until the earlier of (i) the one-year anniversary of the issuance of the Registrable Securities and (ii) the completion of the distribution described in such registration statement;
(b) furnish the Shareholders, their underwriters, if any, and their respective counsel, at such times so as to permit their reasonable review, the opportunity to review the registration statement, each prospectus included therein or filed with such requestthe Commission, providedand each amendment thereof or supplement thereto, howeverand to consider in good faith incorporating any comments reasonably requested by the Shareholders, their underwriters, if any, and their respective counsel, provided that the Company Shareholders’, the underwriters’, if any, and their respective counsels’ review of such documents shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After delay the filing of the registration statement so long as such parties have been provided a reasonable time to review the same;
(c) make available for reasonable inspection by, or give reasonable access to, any underwriter and its counsel participating in any disposition of Registrable Securities all pertinent financial and other records, pertinent corporate documents and properties of the Company, and to cause its senior management to participate in such management presentations and one roadshow as such underwriters may reasonably request (provided that such managers are given reasonable advanced notice of such presentations and roadshows and that such managers shall only be obligated to participate in one roadshow of reasonably customary duration) and to cause the Company’s directors, officers and employees to supply all information reasonably requested by any such underwriter in connection with the offering thereunder;
(d) furnish, without charge, to the Shareholders and to the underwriters of the securities being registered such number of copies of the registration statement, preliminary prospectus, final prospectus and other documents incident thereto as such underwriters and the Company will Shareholders from time to time may reasonably request;
(ie) cause prepare and file with the related Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act and applicable state securities laws with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.statement;
(d) The Company will use its reasonable best efforts to (if) register or qualify the Registrable Securities covered by such registration statement under such other securities laws or state blue sky laws of such U.S. jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may shall be reasonably necessary or advisable to enable such Shareholder to consummate requested by the disposition Shareholders for the distribution of the Registrable Securities owned covered by such Shareholderthe registration statement; provided that the Company will shall not be required to (A) qualify generally to do business or to file a general consent to service of process in any jurisdiction where it would not otherwise be required such states or jurisdictions or to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction states or jurisdictions wherein it would not but for the requirements of this paragraph (Cf) consent be required to general service of process in any such jurisdiction.do so;
(eg) The enter into customary agreements in form and substance reasonably satisfactory to the Company will immediately (including a customary underwriting agreement in form and substance reasonably satisfactory to the Company, if the offering is to be underwritten, in whole or in part);
(h) notify each Shareholder holding such Registrable Securities covered by such registration statement, the Shareholders at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act, of the occurrence happening of an any event requiring as a result of which the preparation of a supplement or amendment to prospectus included in such prospectus so thatregistration statement, as thereafter delivered to the purchasers of such Registrable Securitiesthen in effect, such prospectus will not contain includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and in light of the circumstances then existing and, at the request of any Shareholder, promptly prepare and make available furnish to each such Shareholder and file with the SEC any such a reasonable number of copies of a supplement to or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition amendment of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information prospectus as may be legally necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in connection with such registration.
(k) Each such Shareholder agrees light of the circumstances then existing; provided that, upon receipt of any such notice from the Company of Company, the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder Shareholders will forthwith discontinue disposition of their Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the Shareholders receive the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by covering such Registrable Securities (and the Company, such Shareholder will deliver Shareholders shall return to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent unsupplemented or unamended prospectus covering such Registrable Securities);
(i) list all Registrable Securities at covered by such registration statement on the time Nasdaq or on such other securities exchange on which shares of receipt Common Stock are then currently listed;
(j) prevent the issuance of such notice. In any order suspending the effectiveness of a registration statement or suspending the qualification (or exemption from qualification) of any of the Registrable Securities included therein for sale in any U.S. jurisdiction, and, in the event that of the Company shall give issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending the qualification of any Registrable Securities included in such noticeregistration statement for sale in any U.S. jurisdiction, the Company shall extend will use reasonable efforts to promptly obtain the period during which withdrawal of such registration statement shall be maintained effective order;
(including k) obtain “cold comfort” letters and updates thereof reasonably satisfactory to the period referred to in Section 5.04(a) hereof) by managing underwriters from the number of days during the period from and including the date independent certified public accountants of the giving Company, addressed to each of notice pursuant the underwriters, such letters to Section 5.04(e) hereof to be in customary form and covering matters of the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform type customarily covered in “cold comfort” letters in connection with the requirements of Section 5.04(e) hereof.underwritten offerings;
(l) The obtain opinions of independent counsel to the Company will use its reasonable best efforts reasonably satisfactory to list the managing underwriters, addressed to each of the underwriters covering the matters customarily covered in opinions of issuer’s counsel requested in underwritten offerings; and
(m) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ Securities, in each case not later than the effective date of such registration statementregistration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Central European Distribution Corp), Registration Rights Agreement (Central European Distribution Corp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant (a) If and whenever Fortress is required to Section 5.01 or 5.02 hereof, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with the intended method of disposition thereof Sections 4.1 and 4.2 Fortress shall as quickly expeditiously as practicable, and in connection with any such requestreasonably possible:
(ai) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company to effect such registration and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period pursuant to the terms of this Agreement; provided, however, that Fortress may discontinue any registration of its securities which are not less than 180 days Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that before filing such registration statement or any amendments thereto, Fortress will furnish to the counsel selected by the Investors which are including Registrable Securities in such registration (or “Selling Investors”) copies of all such shorter period documents proposed to be filed, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness;
(ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in which connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the Registrable Securities intended methods of disposition by the Holders included seller or sellers thereof set forth in such registration statement shall have actually been sold thereunder).or (i) in the case of a Demand Registration pursuant to Section 4.1, the expiration of 90 days after such registration statement becomes effective or (ii) in the case of a Piggyback Registration pursuant to Section 4.2, the expiration of 90 days after such registration statement becomes effective;
(biii) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder Selling Investor and each underwriter, if any, of the Registrable Securities covered securities being sold by such registration statement Selling Investor such number of conformed copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinexhibits), such number of copies of the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Shareholder or underwriter Selling Investor and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such ShareholderSelling Investor;
(iv) use reasonable best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Investor and any underwriter of the securities being sold by such Selling Investor shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Investor and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Investor, except that Fortress shall not for any such purpose be required to (A) qualify generally to do business as a foreign limited liability company in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;
(v) use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by Fortress are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market;
(vi) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Investor(s) thereof to consummate the disposition of such Registrable Securities;
(vii) in connection with an Underwritten Offering, obtain for each Selling Investor and underwriter:
(A) an opinion of counsel for Fortress, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Investor and underwriters, and
(B) a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. Each Shareholder 72, an “agreed upon procedures” letter) signed by the independent public accountants who have certified Fortress’s financial statements included in such registration statement;
(viii) promptly make available for inspection by any Selling Investor, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such Selling Investor or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of Fortress (collectively, the “Records”), as shall have be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Fortress’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided, however, that, unless the right disclosure of such Records is necessary to request that avoid or correct a misstatement or omission in the Company modify registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, Fortress shall not be required to provide any information under this subparagraph (viii) if (i) Fortress believes, after consultation with counsel for Fortress, that to do so would cause Fortress to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) Fortress has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) Fortress reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (ii) such Selling Investor requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to Fortress; and provided, further, that each Selling Investor agrees that it will, upon learning that disclosure of such Records by such Selling Investor is sought in a court of competent jurisdiction, give notice to Fortress and allow Fortress, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(ix) promptly notify in writing each Selling Investor and the underwriters, if any, of the following events:
(A) the filing of the registration statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective;
(B) any request by the SEC or any other Governmental Entity for amendments or supplements to the registration statement or the prospectus or for additional information;
(C) the issuance by the SEC or any other Governmental Entity of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; and
(D) the receipt by Fortress of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;
(x) notify each Selling Investor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such requestas then in effect, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After , and, at the filing request of the registration statementany Selling Investor, the Company will (i) cause the related prospectus promptly prepare and furnish to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions such seller a reasonable number of the Securities Act with respect to the disposition copies of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or a supplement to or an amendment of such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.misleading;
(fxi) In connection with use reasonable best efforts to obtain the withdrawal of any Demand Registration requested by order suspending the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition effectiveness of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.;
(hxii) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make available to its securityholdersSelling Investors, as soon as reasonably practicable, an earnings statement of Fortress covering a the period of at least 12 months, but not more than 18 months, beginning within three months with the first day of Fortress’s first full quarter after the effective date of the such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 thereunder;
(jxiii) The Company use its reasonable best efforts to assist Selling Investors who made a request to Fortress to provide for a third party “market maker” for the Class A Shares; provided, however, that Fortress shall not be required to serve as such “market maker”;
(xiv) cooperate with the Selling Investors and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such Selling Investor may request and keep available and make available to Fortress’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates; and
(xv) have appropriate officers of Fortress prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and other information meetings organized by the underwriters, take other actions to obtain ratings for any Registrable Securities (if they are eligible to be rated) and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Investors and the underwriters in the offering, marketing or selling of the Registrable Securities. Fortress may require each such Shareholder Selling Investor and each underwriter, if any, to promptly furnish Fortress in writing to the Company such information regarding each Selling Investor or underwriter and the distribution of the such Registrable Securities as the Company Fortress may from time to time reasonably request and such other to complete or amend the information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Shareholder Agreement (Fortress Investment Group Holdings LLC), Shareholder Agreement (Fortress Investment Group Holdings LLC)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company willis required to effect registration, subject or to the provisions of such Sections, use its reasonable best efforts to effect the registration registration, of any Registerable Securities, as provided in Sections 3.1 and 3.2 hereof, the sale of such Registrable Securities in accordance with the intended method of disposition thereof Company shall as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and file with the SEC a Commission the requisite registration statement on to effect such registration, including all amendments and supplements thereto (and shall include all financial statements required by the Commission to be filed therewith) and thereafter use its best efforts to cause such registration statement to become effective; provided, however, that before filing such registration statement (including all exhibits) or any form selected amendment or supplement thereto or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall furnish such documents to each Holder selling Registerable Securities covered by counsel such registration statement and each underwriter, if any, participating in the offering of the Registerable Securities and their respective counsel, which documents will be subject to the review and comments of each such Holder, each underwriter and their respective counsel; and provided further, that the Company may discontinue any registration of its securities which are not Registerable Securities and, as to registration pursuant to Section 3.2 hereof, the Company may discontinue any registration of securities covered thereby, in each case, at any time prior to the effective date of the registration statement relating thereto;
(b) notify each Holder selling Registerable Securities covered by such registration statement of the Commission's requests for amending or supplementing the registration statement and the prospectus, and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registerable Securities covered by such registration statement in each case for such period as shall be required for the Company and which form shall be available for the sale disposition of the Registrable all of such Registerable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause ; provided that such filed registration statement to become and remain effective for a period of need not less than 180 days (or such shorter period in which all of extend beyond the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).Shelf Registration Period;
(bc) The Company willfurnish, if requestedwithout charge, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Holder selling Registerable Securities covered by such registration statement and each underwriter such number of conformed copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to of each such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinexhibits), such number of copies of the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents documents, as any Holder and such underwriters may reasonably request;
(d) use its best efforts (i) to register or qualify all Registerable Securities and other securities covered by such registration statement under such securities or blue sky laws of such States of the United States of America where an exemption is not available and as any Holder or Holders selling Registerable Securities covered by such registration statement or any managing underwriter shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such Shareholder registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or underwriter may reasonably request in order advisable to facilitate enable the Holders to consummate the disposition in such jurisdictions of the Registrable Securities owned securities to be sold by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, Holder or Holders; provided, however, that the Company shall not for any purpose be required to execute a general consent to service of process, or to qualify to do business as a foreign corporation, in any jurisdiction where it is not so qualified;
(e) use its best efforts to cause all Registerable Securities covered by such registration statement to be registered with or approved by such other Federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to any Holder or Holders selling Registerable Securities covered by such registration statement to consummate the disposition of such Registerable Securities;
(f) furnish to each Holder selling Registerable Securities covered by such registration statement and each underwriter, if any, participating in the offering of the securities covered by such registration statement, a signed counterpart of (i) an opinion of counsel for the Company, and (ii) a "comfort" letter signed by the independent public accountants who have any obligation certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to so modify any information if so doing would cause such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to contain events subsequent to the date of such financial statements, as are customarily covered (at the time of such registration) in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated) and, in the case of the legal opinion, such other legal matters, and, in the case of the accountants' comfort letter, such other financial matters, as such Holder or Holders, or the underwriters, may reasonably request;
(g) immediately notify the Holders selling Registerable Securities covered by such registration statement and each managing underwriter, if any, participating in the offering of the securities covered by such registration statement (i) when such registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission for amendments or supplements to such registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registerable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act or, in the case of the Shelf Registration, at any time during the Shelf Registration Period, upon discovery that, or upon the happening of any event as a result of which, the registration statement or the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After , in the filing light of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplementcircumstances under which they were made, and as so supplemented to be filed pursuant to Rule 424 under in the Securities Actcase of this clause (v), (ii) comply with at the provisions request of the Securities Act with respect to the disposition of all Registrable any Holder or Holders selling Registerable Securities covered by such registration statement during promptly prepare and furnish to such Holder or Holders and each managing underwriter, if any, participating in the applicable period in accordance with offering of the intended methods Registerable Securities, a reasonable number of disposition by the sellers thereof set forth in copies of a supplement to or an amendment of such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with in the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification light of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.circumstances under which they were made;
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a the period of 12 months, at least twelve months beginning within three months with the first full calendar month after the effective date of the such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 promulgated thereunder, and promptly furnish to the Holders a copy of any amendment or supplement to such registration statement or prospectus;
(i) cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for the Registerable Securities from and after the date of such registration;
(j) use all reasonable efforts to cause all Registerable Securities covered by such registration statement to be quoted on the National Market System ("National Market System") of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") within the meaning of Rule 11Aa2-1 of the Commission if the quoting of such Registerable Securities is then permitted under NASDAQ rules; or if no similar securities of the Company are then so quoted, use all reasonable efforts to (x) secure designation of all such Registerable Securities as a NASDAQ National Market System security or (y) failing that, cause all such Registerable Securities to be listed on a national securities exchange or (z) failing that, to secure NASDAQ authorization for such Registerable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registerable Securities with the National Association of Securities Dealers, Inc.; (k) deliver promptly to counsel to the Holders selling Registerable Securities covered by such registration statement and each underwriter, if any, participating in the offering of the Registerable Securities, upon request, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to such registration statement;
(l) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) make available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's businesses) in their marketing of Registerable Securities;
(n) in the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Section 3.3(g)(v) hereof, use its best efforts to prepare a supplement or post-effective amendment to the registration statement or the related prospectus or any document incorporated therein by reference or file any other required documents so that, thereafter, such prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and
(o) enter into customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as the Holders participating in such offering or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registerable Securities pursuant to this Agreement. The Company may require each the Holders selling Registerable Securities covered by such Shareholder registration statement to promptly furnish in writing to the Company such information regarding the Holders and the distribution of the Registrable Registerable Securities as the Company may from time to time reasonably request in writing. In the event of a registration effected pursuant to Section 3.1 or 3.2 hereof, if a Holder fails to provide such information and the failure by such other Holder to furnish such information as would prevent or unreasonably delay the registration statement relating to such registration from being declared effective by the Commission, the Company may be legally required in connection with exclude such Holder's Registerable Securities from such registration.
, which right of the Company shall, in the case of a registration effected pursuant to Section 3.1 hereof, be subject (ki) Each in the case of a New Money Holder, to the consent of the New Money Holders of not less than a majority of the Registerable Securities to be included in such Shareholder agrees thatregistration by the New Money Holders (other than such New Money Holder's Registerable Securities), and (ii) in the case of a Note Holder, to the consent of the Note Holders who hold a majority of the Registerable Securities to be included in such registration by the Note Holders (other than such Note Holder's Registerable Securities). The Holders agree that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (g)(iii) or (v) of this Section 5.04(e) hereof3.3, such Shareholder each of the Holders will forthwith discontinue its disposition of Registrable Registerable Securities pursuant to the registration statement covering relating to such Registrable Registerable Securities until such Shareholder's until, in the case of paragraph (g)(iii) of this Section 3.3, its receipt of notice that the stop order has been lifted or the proceedings have been dropped or, in the case of paragraph (g)(v) of this Section 3.3, its receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 5.04(e) hereof, 3.3 and, if so directed by the Company, such Shareholder will deliver to the Company (at the Company's expense) all copies, other than any permanent file copies copies, then in such Shareholder's its possession, of the most recent prospectus covering relating to such Registrable Registerable Securities current at the time of receipt of any such notice. In If the event that disposition by the Company shall give such noticeHolders of their securities is discontinued pursuant to the immediately preceding sentence, the Company shall extend the period during which such of effectiveness of the registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the Holders and including the date when the Company Holders shall make available to such Shareholder a prospectus have received notice that the stop order has been lifted or the proceedings have been dropped, or copies of the supplemented or amended to conform with the requirements prospectus contemplated by paragraph (g)(v) of this Section 5.04(e) hereof3.3, as applicable.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Planet Hollywood International Inc), Registration Rights Agreement (Leisure Ventures Pte LTD)
Registration Procedures. Whenever Shareholders request any Holder has requested that any Registrable Securities Shares be registered pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject to the provisions of such Sections, will use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereof as quickly promptly as is practicable, and in connection with any such requestpursuant thereto the Company will as expeditiously as possible:
(a) The prepare and file with the SEC, pursuant to Section 2.1.1(b) with respect to any Demand Registration, a registration statement on any appropriate form under the Securities Act with respect to such Registrable Shares and use its commercially reasonable best efforts to cause such registration statement to become effective, provided that as far in advance as practicable before filing such registration statement or any amendment thereto, the Company will as expeditiously as possible furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), and any such Holder shall have the opportunity to object to any information contained therein and the Company will make corrections reasonably requested by such Holder with respect to such information prior to filing any such registration statement or amendment;
(b) except in the case of a Shelf Registration, prepare and file with the SEC a such amendments, post-effective amendments, and supplements to such registration statement on any form selected by counsel for and the Company and which form shall prospectus used in connection therewith as may be available for the sale of the Registrable Securities necessary to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause keep such filed registration statement to become and remain effective for a period of not less than 180 one hundred eighty (180) days (or such shorter lesser period as is necessary for the underwriters in which all an underwritten offering to sell unsold allotments) and comply with the provisions of the Registrable Securities Act with respect to the disposition of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities all securities covered by such registration statement copies during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of (x) 24 months after the effective date of such registration statement as proposed and (y) the date on which all the Registrable Shares subject thereto have been sold pursuant to be filed, and thereafter the Company will such registration statement;
(d) furnish to such Shareholder each seller of Registrable Shares and underwriter, if any, the underwriters of the securities being registered such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein)thereto, the prospectus included in such registration statement (including each preliminary prospectus) ), any documents incorporated by reference therein and such other documents as such Shareholder seller or underwriter underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such Shareholder. Each Shareholder shall have seller or the right sale of such securities by such underwriters (it being understood that, subject to request that Section 2.6 and the requirements of the Securities Act and applicable state securities laws, the Company modify consents to the use of the prospectus and any information contained amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Shares covered by the registration statement of which such registration statementprospectus, amendment and or supplement thereto pertaining to such Shareholder and the Company shall is a part);
(e) use its commercially reasonable best efforts to comply with register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the managing underwriter reasonably requests (or, in the event the registration statement does not relate to an underwritten offering, as the holders of a majority of such Registrable Shares may reasonably request, ); use its commercially reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable each seller to consummate the disposition of the Registrable Shares owned by such seller in such jurisdictions (provided, however, that the Company shall will not have be required to (i) qualify generally to do business in any obligation jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (ii) consent to general service of process in any such jurisdiction);
(f) promptly notify each seller and each underwriter and (if requested by any such Person) confirm such notice in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the initiation of any proceedings for that purpose, and (iii) of the happening of any event which makes any statement made in a registration statement or related prospectus untrue or which requires the making of any changes in such registration statement, prospectus or documents so modify that they will not contain any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplementand, as promptly as practicable thereafter, prepare and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply file with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus SEC and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of furnish a supplement or amendment to such prospectus so that, as thereafter delivered deliverable to the purchasers of such Registrable SecuritiesShares, such prospectus will not contain an any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(g) permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(h) make reasonably available members of management of the Company, as selected by the Holders of a majority of the Registrable Shares included in such registration, for assistance in the selling effort relating to the Registrable Shares covered by such registration, including, but not misleading limited to, the participation of such members of the Company’s management in road show presentations;
(i) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the SEC, including the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and make generally available to the Company’s security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than thirty (30) days after the end of the twelve (12) month period beginning with the first day of the Company’s first fiscal quarter commencing after the effective date of a registration statement, which earnings statement shall cover said twelve (12) month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;
(j) if requested by the managing underwriter or any seller, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or any seller reasonably requests to be included therein, including, without limitation, with respect to the Registrable Shares being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and promptly prepare make all required filings of such prospectus supplement or post-effective amendment;
(k) as promptly as practicable after filing with the SEC of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each seller;
(l) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to each the Company’s transfer agent prior to the effectiveness of such Shareholder and file with the SEC any registration statement a supply of such supplement or amendment.certificates;
(fm) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will promptly make available for inspection by any Shareholder and seller, any underwriter participating in any disposition pursuant to a any registration statement being filed by the Company pursuant to this Section 5.04 statement, and any attorney, accountant or other professional agent or representative retained by any such Shareholder seller or underwriter (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "“Records") ”), as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors such Inspector in connection with such registration statement.; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing, unless prior to furnishing any such information with respect to clause (ii) such Holder of Registrable Shares requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided, further, that each Holder of Registrable Shares agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(hn) The Company will furnish to each such Shareholder (if requested by such Shareholder) seller and to each such underwriter, if any, underwriter a signed counterpart, addressed to such underwriter and the participating Shareholders, counterpart of (i) an opinion or opinions of counsel to the Company Company, and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders the sellers or the managing underwriter therefor reasonably requests.;
(o) cause the Registrable Shares included in any registration statement to be (i) The listed on each securities exchange, if any, on which similar securities issued by the Company will otherwise are then listed, or (ii) quoted on the National Association of Securities Dealers, Inc. Automated Quotation System or the Nasdaq National Market if similar securities issued by the Company are quoted thereon;
(p) provide a transfer agent and registrar for all Registrable Securities registered hereunder;
(q) cooperate with each seller and each underwriter participating in the disposition of such Registrable Shares and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (“NASD”);
(r) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(s) notify each seller of Registrable Shares promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(t) enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten registration; and
(u) advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to comply with all applicable rules and regulations of prevent the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt issuance of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant stop order or to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities obtain its withdrawal at the time of receipt of earliest possible moment if such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall stop order should be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofissued.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Clear Channel Outdoor Holdings, Inc.), Registration Rights Agreement (Clear Channel Outdoor Holdings, Inc.)
Registration Procedures. (a) Whenever Shareholders request Fund IV or any Additional Stockholder has requested that any Registrable Securities be registered pursuant to Section 5.01 this Agreement (whether pursuant to Demand Registration or 5.02 hereofPiggyback Registration), the Company will, Corporation (subject to the provisions of its right to withdraw such Sections, registration as contemplated by Section 4.02(c)) shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition distribution thereof as quickly as practicableand, and in connection with any such requesttherewith, the Corporation shall as expeditiously as possible:
(ai) The Company will as expeditiously as possible prepare and file with the SEC Commission a registration statement with respect to such Registrable Securities on any form selected by counsel for which the Company Corporation then qualifies and which form shall be is available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution and use its best efforts to cause such registration statement to become effective within ninety (90) days of the date thereof;
(ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a continuous period of not less than ninety (90) days (or, if earlier, until all Registrable Securities included in such registration statement have been sold thereunder in accordance with the method of distribution set forth therein) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof as set forth in such registration statement (including, without limitation, by incorporating in a prospectus supplement or post-effective amendment, at the request of a seller of Registrable Securities, the terms of the sale of such Registrable Securities);
(iii) before filing with the Commission any such registration statement or prospectus or any amendments or supplements thereto, the Corporation shall furnish to counsel selected by Fund IV, counsel for the underwriter or sales or placement agent, if any, and any other counsel for holders of Registrable Securities, if any, in connection therewith, drafts of all such documents proposed to be filed and provide such counsel with a reasonable opportunity for review thereof and comment thereon, such review to be conducted and such comments to be delivered with reasonable promptness;
(iv) promptly (a) notify each seller of Registrable Securities of each of (i) the filing and effectiveness of the registration statement and prospectus and any amendment or supplements thereto, (ii) the receipt of any comments from the Commission or any state securities law authorities or any other governmental authorities with respect to any such registration statement or prospectus or any amendments or supplements thereto, and (iii) any oral or written stop order with respect to such registration, any suspension of the registration or qualification of the sale of such Registrable Securities in any jurisdiction or any initiation or threat of any proceedings with respect to any of the foregoing and (b) use its reasonable best efforts to cause such filed obtain the withdrawal of any order suspending the registration statement to become and remain effective for a period of not less than 180 days or qualification (or such shorter period the effectiveness thereof) or suspending or preventing the use of any related prospectus in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).any jurisdiction with respect thereto;
(bv) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder seller of Registrable Securities, the underwriters and each underwriterthe sales or placement agent, if any, and counsel for each of the Registrable Securities covered by such registration statement copies foregoing, a conformed copy of such registration statement as proposed to be filedand each amendment and supplement thereto (in each case, including all exhibits thereto and thereafter the Company will furnish to documents incorporated by reference therein) and such Shareholder and underwriter, if any, such additional number of copies of such registration statement, each amendment and supplement thereto (in such case without such exhibits and documents), the prospectus (including each case including preliminary prospectus) included in such registration statement and prospectus supplements and all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) therein and such other documents as such Shareholder seller, underwriter, agent or underwriter counsel may reasonably request in order to facilitate the disposition of the Registrable Securities owned by each such Shareholder. Each Shareholder seller;
(vi) if requested by the managing underwriter or underwriters of any registration or by Fund IV or Additional Stockholders, subject to approval of counsel to the Corporation in its reasonable judgment, promptly incorporate in a prospectus, supplement or post-effective amendment to the registration statement such information concerning underwriters and the plan of distribution of the Registrable Securities as such managing underwriter or underwriters or such holders shall have reasonably furnish to the right Corporation in writing and request be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such holders to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus, supplement or post-effective amendment as soon as possible after being notified of the matters to be incorporated in such prospectus, supplement or post-effective amendment;
(vii) use its best efforts to register or qualify such Registrable Securities under such securities or "blue sky" laws of such jurisdictions as Fund IV or Additional Stockholders reasonably request and do any and all other acts and things that may be reasonably necessary or advisable to enable Fund IV or Additional Stockholders to consummate the disposition in such jurisdictions of the Registrable Securities owned by them and keep such registration or qualification in effect for so long as the registration statement remains effective under the Securities Act (provided that the Company modify Corporation shall not be required to (a) qualify generally to do business in any information jurisdiction in which it would not otherwise be required to qualify but for this paragraph, (b) subject itself to taxation in any such jurisdiction in which it would not otherwise be subject to taxation but for this paragraph or (c) consent to the general service of process in any jurisdiction in which it would not otherwise be subject to general service of process but for this paragraph);
(viii) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon the discovery that, or of the happening of any event as a result of which, the registration statement covering such Registrable Securities, as then in effect, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or any fact necessary to make the statements therein not misleading, and promptly prepare and furnish to each such seller a supplement or amendment to the prospectus contained in such registration statementstatement so that such registration statement shall not, amendment and supplement thereto pertaining such prospectus as thereafter delivered to the purchasers of such Shareholder and the Company Registrable Securities shall use its reasonable best efforts to comply with such requestnot, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or any fact necessary to make the statements therein not misleading.;
(cix) After cause all such Registrable Securities to be listed on the filing Nasdaq National Market or any other securities exchange and included in each established over-the-counter market on which or through which similar securities of the registration statementCorporation are listed or traded and, the Company will (i) cause the related prospectus if not so listed or traded, to be supplemented by any required prospectus supplementlisted on the NASD automated quotation system ("Nasdaq") and, and as so supplemented if listed on Nasdaq, use its reasonable efforts to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition secure designation of all such Registrable Securities covered by such registration statement during as a Nasdaq "national market system security" within the applicable period in accordance with the intended methods meaning of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered Rule 11Aa2-1 under the Securities Exchange Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so or, failing that, as thereafter delivered to the purchasers of secure Nasdaq authorization for such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.;
(fx) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and seller of Registrable Securities, any underwriter participating in any disposition pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 statement, and any attorney, accountant or other professional agent retained by any such Shareholder seller or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCorporation, and cause the CompanyCorporation's officers, directors directors, employees, attorneys and employees independent accountants to supply all information reasonably requested by any Inspectors such sellers, underwriters, attorneys, accountants or agents in connection with such registration statement.. Information that the Corporation determines, in good faith, to be confidential shall not be disclosed by such persons unless (a) the disclosure of such information is necessary to avoid or correct a misstatement or omission in such registration statement, or (b) the release of such information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each seller of Registrable Securities agrees, on its own behalf and on behalf of all its underwriters, accountants, attorneys and agents, that the information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Corporation unless and until such is made generally available to the public. Each seller of Registrable Securities further agrees, on its own behalf and on behalf of all its underwriters, accountants, attorneys and agents, that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at its expense, to undertake appropriate action to prevent disclosure of the information deemed confidential;
(hxi) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable laws related to such registration statement and offering and sale of securities and all applicable rules and regulations of governmental authorities in connection therewith (including, without limitation, the SEC Securities Act and the relevant state blue sky commissions, Exchange Act) and make generally available to its securityholders, security holders as soon as reasonably practicable, practicable (but in any event not later than fifteen (15) months after the effectiveness of such registration statement) an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Corporation and its subsidiaries complying with Section 11(a) of the Securities Act.;
(jxii) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of permit any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition seller of Registrable Securities pursuant that, in its sole and exclusive judgment, might be deemed to the registration statement covering such Registrable Securities until such Shareholder's receipt be an underwriter or controlling person of the copies Corporation to participate in the preparation of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including and to require the period referred to in Section 5.04(a) hereof) by the number insertion therein of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof material furnished to the date when Corporation in writing that in the Company shall make available to reasonable judgment of such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.holder and such holder's counsel should be included;
(lxiii) The Company will use its reasonable best efforts to list such furnish to each seller of Registrable Securities on any securities exchange on which a signed counterpart of (a) an opinion of counsel for the Common Stock is then listed Corporation and (b) a comfort letter signed by the independent public accountants who have certified the Corporation's financial statements included or on NASDAQ if incorporated by reference in such registration statement, covering such matters with respect to such registration statement and, in the Common Stock is then quoted on NASDAQ not later than case of the effective accountants' comfort letter, with respect to events subsequent to the date of such registration statementfinancial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten Public Offerings of securities for the account of, or on behalf of, an issuer of common stock, such opinion and comfort letters to be dated the date such opinions and comfort letters are customarily dated in such transactions, and covering in the case of such legal opinion, such other legal matters and, in the case of such comfort letter, such other financial matters, as Fund IV or Additional Stockholders may reasonably request; and
(xiv) take all such other actions as Fund IV or Additional Stockholders or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities.
Appears in 2 contracts
Sources: Security Holders' Agreement (PGT, Inc.), Security Holders' Agreement (PGT, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, (a) If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale and/or offering of such any Registrable Securities under the Securities Act as provided in Section 1.1, Section 1.2 or Section 1.3, the Company shall as expeditiously as reasonably practicable:
(i) prepare and file with the Commission a registration statement to effect such registration in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method or methods of distribution thereof, of such securities and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period pursuant to the terms of this Article I; provided, however, that the Company may discontinue any registration of its securities which are not less than 180 days (or such shorter period in which all Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further, that before filing such registration statement or any amendments thereto, the Company will furnish to the Holders which are including Registrable Securities of the Holders included in such registration (“Selling Stockholders”), their counsel and the lead managing underwriter(s) and their counsel, if any, copies of all such documents proposed to be filed, which documents will be subject to the review and reasonable comment of such counsel, and other documents reasonably requested by such counsel, including any comment letter from the Commission, and, if requested by such counsel, provide such counsel a reasonable opportunity to participate in the preparation of such registration statement shall have actually been sold thereunder).
(b) and each prospectus included therein. The Company will, if requested, prior to filing a shall not file any such registration statement or prospectus or any amendments or supplements thereto with respect to a Demand Registration to which the Holders of a majority of Registrable Securities held by the Selling Stockholder(s), their counsel or the lead managing underwriter(s), if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company, such filing is necessary to comply with Applicable Law;
(ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective pursuant to the terms of this Article I, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;
(iii) if requested by the lead managing underwriter(s), if any, or the Holders of a majority of the then outstanding Registrable Securities being sold in connection with an Underwritten Offering, promptly include in a prospectus supplement or post-effective amendment such information as the lead managing underwriter(s), if any, and such Holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or supplement theretosuch post-effective amendment as soon as reasonably practicable after the Company has received such request; provided, however, that the Company shall not be required to take any actions under this Section 1.6(a)(iii) that are not, in the opinion of counsel for the Company, in compliance with Applicable Law;
(iv) furnish to each Shareholder the Selling Stockholders and each underwriter, if any, of the Registrable Securities covered securities being sold by such registration statement Selling Stockholders such number of conformed copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder of each amendment and underwriter, if anysupplement thereto, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Shareholder or underwriter Selling Stockholders and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Shareholder. Each Shareholder Selling Stockholders;
(v) use reasonable best efforts to register or qualify or cooperate with the Selling Stockholders, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities covered by such registration statement under such other securities laws or “blue sky” laws of such jurisdictions as the Selling Stockholders and any underwriter of the securities being sold by such Selling Stockholders shall have reasonably request, and to keep each such registration or qualification (or exemption therefrom) effective during the right period such registration statement is required to request be kept effective and take any other action which may be necessary or reasonably advisable to enable such Selling Stockholders and underwriters to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Stockholders, except that the Company modify shall not for any information 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 clause (v) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;
(vi) use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use reasonable best efforts to cause such Registrable Securities to be listed on the New York Stock Exchange or the NASDAQ Stock Market;
(vii) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the Selling Stockholder(s) thereof to consummate the disposition of such Registrable Securities;
(viii) use reasonable best efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement;
(ix) in an Underwritten Offering, enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and in connection therewith, (A) make representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Company and its subsidiaries, and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the same if and when requested, (B) include in the underwriting agreement indemnification provisions and procedures substantially to the effect set forth in Section 1.9 hereof with respect to the underwriter and all parties to be indemnified pursuant to said Section except as otherwise agreed by the Holders of a majority of the Registrable Securities being sold and (C) deliver such documents and certificates as are reasonably requested by the Holders of a majority of the Registrable Securities being sold, their counsel and the lead managing underwriters(s), if any, to evidence the continued validity of the representations and warranties made pursuant to sub-clause (A) above and to evidence compliance with any customary conditions contained in the underwriting agreement;
(x) in connection with an Underwritten Offering, use reasonable best efforts to obtain (A) for the underwriter(s) opinions of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such underwriters and (B) for the Selling Stockholders and underwriter(s) “comfort” letters and updates thereof (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter to the extent deliverable in accordance with the policies of such accountants) signed by the independent public accountants who have certified the Company’s financial statements and, to the extent required, any other financial statements included in such registration statement, amendment covering the matters customarily covered in “comfort” letters in connection with underwritten offerings;
(xi) make available for inspection by the Selling Stockholders, any underwriter participating in any offering pursuant to any registration statement, and supplement thereto pertaining to any attorney, accountant or other agent or representative retained in connection with such Shareholder offering by such Selling Stockholders or underwriter (collectively, the “Inspectors”), such financial and other records, pertinent corporate documents and instruments of the Company (collectively, the “Records”), as shall be reasonably necessary, or as shall otherwise be reasonably requested, to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company and its subsidiaries (and use its reasonable best efforts to comply cause its auditors) to participate in customary due diligence calls and to supply all information in each case reasonably requested by any such representative, underwriter, attorney, agent or accountant in connection with such request, registration statement; provided, however, that the Company shall not have any obligation be required to so modify provide any information under this clause (xi) if (A) the Company reasonably believes, after consultation with counsel for the Company, that to do so doing would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (B) if either (1) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (2) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing; unless prior to furnishing any such information with respect to clause (1) or (2) such Selling Stockholder requesting such information enters into, and causes each of its Inspectors to enter into, a confidentiality agreement on terms and conditions reasonably acceptable to the Company; provided, further, that each Selling Stockholder agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction or by another Governmental Authority, give notice to the Company and allow the Company, at its expense, to undertake appropriate action seeking to prevent disclosure of the Records deemed confidential;
(xii) as promptly as practicable notify in writing the Selling Stockholders and the underwriters, if any, of the following events: (A) the filing of the registration statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (B) any request by the Commission or any other U.S. or state governmental authority for amendments or supplements to the registration statement or the prospectus or for additional information; (C) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (D) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (E) if at any time the representations and warranties of the Company contained in any underwriting agreement contemplated by Section 1.6(a)(ix) cease to be true and correct in any material respect; and (F) subject to the provisions of this Agreement relating to a Blackout Period, upon the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, prospectus or documents so that, in the case of the registration statement, it will not contain an any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After , and that in the filing case of the registration statementprospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplementstatements therein, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions in light of the Securities Act with respect circumstances under which they were made, not misleading, and, at the request of any Selling Stockholder, promptly prepare and furnish to the disposition such Selling Stockholder a reasonable number of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods copies of disposition by the sellers thereof set forth in a supplement to or an amendment of such registration statement or supplement prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration shall not include an untrue statement of any stop order issued a material fact or threatened by the SEC or any omit to state securities commission under state blue sky laws and take all reasonable actions a material fact required to prevent be stated therein or necessary to make the entry statements therein, in light of such stop order or to remove it if entered.the circumstances under which they were made, not misleading;
(dxiii) The Company will use its reasonable best efforts to (i) register or qualify obtain the Registrable Securities covered by withdrawal of any order suspending the effectiveness of such registration statement under such other securities statement, or blue sky laws the lifting of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue suspension of the business and operations qualification (or exemption from qualification) of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that for sale in any jurisdiction at the earliest reasonably practicable date, except that, subject to the requirements of Section 1.6(a)(v), the Company will shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this paragraph clause (d)xiii) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to general service of process in any such jurisdiction.;
(exiv) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such cooperate with the Selling Stockholders and the lead managing underwriter(s) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under Applicable Law) representing securities sold under any registration statement, at any time when a prospectus relating thereto is required and enable such securities to be delivered under in such denominations and registered in such names as the Securities Act, of the occurrence of an event requiring the preparation of a supplement lead managing underwriter(s) or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading Selling Stockholders may request and promptly prepare keep available and make available to each the Company’s transfer agent prior to the effectiveness of such Shareholder and file with the SEC any registration statement a supply of such supplement or amendment.certificates;
(fxv) In connection cooperate with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the each seller of Registrable Securities and each underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement agent participating in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" Securities and their respective counsel in connection with the qualification of the underwriting arrangements any filings required to be made with the NASD.FINRA; and
(gxvi) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties have appropriate officers of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, prepare and cause the Company's officers, directors make presentations at a reasonable number of “road shows” and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort lettersbefore analysts, as the case may be, as a majority of such Shareholders or and other information meetings reasonably organized by the managing underwriter therefor reasonably requests.
(i) The Company will underwriters and otherwise use its reasonable best efforts to comply with all applicable rules cooperate as reasonably requested by the Selling Stockholders and regulations the underwriters in the offering, marketing or selling of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities ActRegistrable Securities.
(jb) The Company may require each such Shareholder Selling Stockholder and each underwriter, if any, to promptly furnish the Company in writing to the Company such information regarding each Selling Stockholder or underwriter and the distribution of the such Registrable Securities as the Company may from time to time reasonably request and such other in writing to complete or amend the information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
(c) Each Selling Stock
Appears in 2 contracts
Sources: Registration Rights Agreement (Global Blue Group Holding AG), Agreement and Plan of Merger (Far Point Acquisition Corp)
Registration Procedures. Whenever Shareholders request that any If and whenever the Company is required by the provisions of Article 2 to include Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofin a Registration Statement under the Securities Act, the Company will, subject to the provisions of such Sections, will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method methods of disposition thereof as quickly as practicablespecified by the holders participating therein. Without limiting the foregoing, and the Company in connection with any each such request:
(a) The Company will case will, as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and possible:
3.1 use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, effective; provided, however, that the Company shall not have as far in advance as practical before filing such registration statement or any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statementamendment thereto, the Company will (i) cause furnish counsel for the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented requesting holders of Registrable Securities with copies of reasonably complete drafts of all such documents proposed to be filed pursuant (including exhibits), and any such holder shall have the opportunity to Rule 424 under object to any information pertaining solely to such holder that is contained therein and the Securities Act, (ii) Company will make the corrections reasonably requested by such holder with respect to such information prior to filing such registration statement or amendment.
3.2 Prepare and file with the Commission such amendments and supplements to such registration statement and any prospectus used in connection therewith as may be necessary to maintain the effectiveness of such registration statement and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by included in such registration statement, in accordance with the intended methods of disposition thereof, until the earlier of (a) such time as all of the Registrable Securities included in such registration statement during the applicable period have been disposed of in accordance with the intended methods of disposition by the sellers holder or holders thereof as set forth in such registration statement or supplement to such prospectus and (iiib) promptly notify each Shareholder holding Registrable Securities covered by one hundred eighty (180) days after such registration statement becomes effective.
3.3 Promptly notify each requesting holder and the underwriter or underwriters, if any, of:
(a) when such registration statement or any prospectus used in connection therewith, or any amendment or supplement thereto, has been filed and, with respect to such registration statement or any post-effective amendment thereto, when the same has become effective;
(b) any written request by the Commission for amendments or supplements to such registration statement or prospectus;
(c) any notification received by the Company from the Commission regarding the Commission's initiation of any proceeding with respect to, or of the issuance by the Commission of, any stop order issued or threatened by suspending the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry effectiveness of such stop order or to remove it if entered.registration statement; and
(d) The the receipt by the Company will use its reasonable best efforts of any notification with respect to (i) register or qualify the suspension of the qualification of any Registrable Securities covered by such registration statement for sale under such other the applicable securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such jurisdiction.
3.4 Furnish to each holder of Registrable Securities reasonably (included in light such registration statement such number of conformed copies of such Shareholderregistration statement and of each amendment and supplement thereto, and such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to such seller's intended plan Registrable Securities, and such other documents, as such holder may reasonably request to facilitate the disposition of distribution) requests and (ii) cause such its Registrable Securities.
3.5 Use its best efforts to register or qualify all Registrable Securities included in such registration statement under the securities or "blue sky" laws of such states as each holder of Registrable Securities shall reasonably request within twenty (20) days following the original filing of such registration statement and to keep such registration or qualification in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable such holder to consummate the disposition in such states of the Registrable Securities owned by such holder, except that the Company shall not for any such purpose be required (a) to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 5.5 be obligated to be so qualified, (b) to consent to general service of process in any such jurisdiction or (c) to subject itself to taxation in any such jurisdiction by reason of such registration or qualification.
3.6 Use its best efforts to cause all Registrable Securities included in such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder each holder thereof to consummate the disposition of the such Registrable Securities.
3.7 Notify each holder whose Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business are included in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence happening of any event as a result of which any prospectus included in such registration statement, as then in effect, includes an event requiring untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the preparation statements therein, in the light of the circumstances under which they were made, not misleading, and at the request of any such holder promptly prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment to of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendmentmisleading.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise 3.8 Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission.
3.9 Use its best efforts to cause all Registrable Securities included in such registration statement to be listed, and make available to its securityholdersupon official notice of issuance, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date on any securities exchange or quotation system on which any of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) securities of the same class as the Registrable Securities Actare then listed.
(j) 3.10 The Company may require each holder whose Registrable Securities are being registered to, and each such Shareholder holder, as a condition to promptly including Registrable Securities in such registration statement, shall, furnish in writing to the Company and the underwriters with such information and affidavits regarding such holder and the distribution of the such Registrable Securities as the Company and the underwriters may from time to time reasonably request and such other information as may be legally required in writing in connection with such registrationregistration statement. At any time during the effectiveness of any registration statement covering Registrable Securities offered by a holder, if such holder becomes aware of any change materially affecting the accuracy of the information contained in such registration statement or the prospectus (as then amended or supplemented) relating to such holder, it will immediately notify the Company of such change.
(k) Each such Shareholder agrees that, upon 3.11 Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof3.7, such Shareholder each holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement covering relating to such Registrable Securities until such Shareholder's receipt of holder receives the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, 3.7 and, if so directed by the Company, such Shareholder will shall deliver to the Company all copies, other than any permanent file copies copies, then in such Shareholderholder's possession, possession of the most recent prospectus covering relating to such Registrable Securities at the time of receipt of such notice. In the event that Securities.
3.12 If requested by the Company shall give such noticeor its underwriters, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date none of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company holders will use its reasonable best efforts to list such sell their Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ for a specified period (not later than to exceed one hundred and eighty (180) days) following the effective date of such registration statementa Registration Statement relating to the sale of Securities by the Company.
Appears in 2 contracts
Sources: Registration Rights Agreement (Dme Interactive Holdings Inc), Registration Rights Agreement (Dme Interactive Holdings Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered 6.1 In the case of each registration effected by the Company pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject will keep each Holder advised in writing as to the provisions initiation of such Sections, each registration and as to the completion thereof. The Company agrees to use its reasonable best efforts to effect the or cause such registration and to permit the sale of such the Registrable Securities covered thereby by the Holders thereof in accordance with the intended method or methods of disposition distribution thereof as quickly as practicable, and described in such registration statement. In connection with any such requestregistration of any Registrable Securities, and except as otherwise provided in Article 5 hereof, the Company shall, at its expense:
(a) The Company will as expeditiously as possible prepare and file with the SEC Commission a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the with respect to such Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement filed to become and remain effective;
(b) maintain the effectiveness of such registration statement until the earlier of (A) five years after the date that the registration statement filed pursuant to Section 3.1 is first declared effective for a period of not less than 180 days by the Commission, (or such shorter period in B) the date on which all of the Registrable Securities covered by a registration statement may be sold by the Holders pursuant to Rule 144(k) or (C) such time as all of the Holders included in Registrable Securities have been publicly sold pursuant to a registration statement;
(c) prepare and file with the Commission such amendments and supplements to such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior and the prospectus included therein as may be necessary to filing a effect and maintain the effectiveness of such registration statement or prospectus or any amendment or supplement thereto, as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such registration statement and furnish to each Shareholder and each underwriter, if any, the Holders of the Registrable Securities covered by thereby copies of any such supplement or amendment prior to this being used and filed with the Commission;
(d) promptly notify the Holders of Registrable Securities to be included in a registration statement hereunder, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold, and confirm such advice in writing, (A) when such registration statement copies or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (B) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement as proposed to be filedor the initiation of any proceedings for that purpose, and thereafter (C) of the receipt by the Company will furnish of any notification with respect to such Shareholder and underwriter, if any, such number the suspension of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition qualification of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business for sale in any jurisdiction where it would not otherwise be required to qualify but or the initiation or threatening of any proceeding for this paragraph (d), (B) subject itself to taxation in any such jurisdiction purpose or (CD) consent if, to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statementthe Company’s knowledge, it shall be the case, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, that such registration statement or prospectus, or any document incorporated by reference in any of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so thatforegoing, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain contains an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available in light of the circumstances then existing;
(e) use its best efforts to each obtain the withdrawal of any order suspending the effectiveness of such Shareholder and file with registration statement or any post-effective amendment thereto or of any order suspending or preventing the SEC use of any related prospectus or suspending the qualification of any Registrable Securities included in such supplement or amendment.registration statement for sale in any jurisdiction at the earliest practicable date;
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each Holder of Registrable Securities to be included in such Shareholder (registration statement hereunder, each placement or sales agent, if requested by such Shareholder) any, therefor and to each such underwriter, if any, thereof a signed counterpart, addressed to conformed copy of such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountantsregistration statement, each such amendment and supplement thereto (in customary form each case excluding all exhibits and covering documents incorporated by reference) and such matters number of copies of the type customarily covered registration statement (excluding exhibits thereto and documents incorporated by opinions reference therein unless specifically so requested by such holder, agent or comfort lettersunderwriter, as the case may be) of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, as such Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder sold by such agent or underwritten by such underwriter and to permit such Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act;
(g) use its best efforts to (A) register or qualify the Registrable Securities to be included in such registration statement under such other securities laws or blue sky laws of such states of the United States or the District of Columbia to be designated by the Holders of a majority of such Shareholders Registrable Securities participating in such registration and each placement or sales agent, if any, therefor and underwriter, if any, thereof, as any Holder and each underwriter, if any, of the managing securities being sold shall reasonably request (provided, that the Company shall not be required to use its best efforts to register or qualify the Registrable Securities in more than 15 such jurisdictions unless the expenses thereof are borne by the Holders requesting such efforts), (B) keep such registrations or qualifications in effect and comply with such laws at all times during the period described in Section 6.1(b) above and (C) take any and all such actions as may be reasonably necessary or advisable to enable such Holder, agent, if any, and underwriter therefor reasonably requests.to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that in order to fulfill the foregoing obligations under this Section 6.1(g), the Company shall not (unless otherwise required to do so in any jurisdiction) be required to (1) qualify generally to do business as a foreign company or a broker-dealer, (2) execute a general consent to service of process or (3) subject itself to taxation; and
(h) furnish, at the request of a majority of the Holders participating in the registration, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations an opinion, dated as of such date, of the SEC counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the relevant state blue sky commissionsHolders requesting registration, addressed to the underwriters, if any, and make available to its securityholdersthe Holders requesting registration of Registrable Securities and (ii) a letter dated as of such date, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after from the effective date independent certified public accountants of the registration statementCompany, which earnings statement shall satisfy the provisions of Section 11(a) in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Securities ActHolders requesting registration, addressed to the underwriters, if any, and if permitted by applicable accounting standards, to the Holders requesting registration of Registrable Securities.
(j) 6.2 The Company may require each such Shareholder Holder of Registrable Securities as to promptly which any registration is being effected to furnish in writing to the Company such information regarding the such Holder and such Holder’s method of distribution of the such Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) writing. Each such Shareholder Holder agrees that, upon receipt to notify the Company as promptly as practicable of any notice from inaccuracy or change in information previously furnished by such Holder to the Company or of the happening occurrence of any event in either case as a result of which any prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Holder or the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition distribution of Registrable Securities pursuant to the registration statement covering such Registrable Securities until or omits to state any material fact regarding such Shareholder's receipt Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the copies circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Holder or the distribution of such Registrable Securities, an untrue statement or a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed circumstances then existing.
6.3 Each of the Holders will comply with the provisions of the Securities Act with respect to disposition of the Registrable Securities to be included in any registration statement filed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Sutura, Inc.), Registration Rights Agreement (Sutura, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant If and whenever the Corporation is required to Section 5.01 or 5.02 hereof, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect cause the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with this Agreement, the intended method of disposition thereof Corporation will, as quickly expeditiously as practicable, and in connection with any such requestpossible:
(ai) The Company will as expeditiously as possible (A) with respect to any registration under Section 2(a), prepare and and, in any event within 20 days of the date on which the Corporation first received a request from KRH pursuant to Section 2(a)(i), file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale of the with respect to such Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 within 90 days (or such shorter period in which all of the initial filing, and (B) with respect to any registration under Section 2(b) and subject to the Corporation’s rights set forth in Section 2(b), use its reasonable best efforts to file with the SEC a registration statement with respect to such Registrable Securities of the Holders included in and use its reasonable best efforts to cause such registration statement shall have actually been sold thereunderto become effective within 90 days of the initial filing, and (C) with respect to any registration under Section 2(c).
(b) The Company will, if requesteduse its reasonable best efforts to file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective within 90 days of the initial filing; provided, prior to however, that before filing a registration statement or prospectus or any amendment amendments or supplement thereto, supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference) the Corporation will furnish to each Shareholder the holders holding Registrable Securities covered by such registration statement, counsel for the holders of the Registrable Securities being registered and each underwriterthe managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the review of such holders, such special counsel and such underwriters, and the Corporation will not file any such registration statement or amendment thereto or any prospectus or any supplement thereto (excluding such documents that, upon filing, will be incorporated or deemed to be incorporated by reference therein) to which the holders of a majority of the Registrable Securities covered by such registration statement copies of or the managing underwriter, if any, shall reasonably object;
(ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective in accordance with Section 2(a) and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided, however, that before filing a registration statement or prospectus, or any amendments or supplements thereto in accordance with Section 2(d)(i) or this Section 2(d)(ii), the Corporation will furnish to counsel for the holders of the Registrable Securities being registered copies of all documents proposed to be filed, and thereafter which documents will be subject to the Company will review of such counsel;
(iii) furnish to such Shareholder and underwriter, if any, each holder of Registrable Securities being registered such number of copies of such registration statement, statement and of each amendment and supplement thereto (in each case including all exhibits thereto and filed therewith, including any documents incorporated by reference thereinreference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) ), in conformity with the requirements of the Securities Act, and such other documents as such Shareholder or underwriter seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall holder;
(iv) use its reasonable best efforts to comply with register or qualify such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify jurisdictions as each Shareholder holding holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities being registered shall reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company request, and do any and all other acts and things that which may be reasonably necessary or advisable to enable such Shareholder holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Shareholder; provided holder, except that the Company will Corporation shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where where, but for the requirements of this Section 2(d)(iv), it would not otherwise be required obligated to qualify but for this paragraph (d)be so qualified, (B) to subject itself to taxation in any such jurisdiction or (C) to consent to general service of process in any such jurisdiction.;
(ev) The Company will immediately use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable the holders thereof to consummate the disposition of such Registrable Securities;
(vi) notify each Shareholder holding holder of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring Corporation’s becoming aware that the preparation of a supplement or amendment to prospectus included in such prospectus so thatregistration statement, as thereafter delivered to the purchasers of such Registrable Securitiesthen in effect, such prospectus will not contain includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and promptly at the request of any such holder, prepare and make available furnish to each such Shareholder and file with holder a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition holders of such Registrable Securities, including the engagement such prospectus shall not include an untrue statement of a "qualified independent underwriter" material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in connection with the qualification light of the underwriting arrangements with the NASD.circumstances then existing;
(gvii) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a period of 12 practicable (but not more than 18 months, beginning within three months ) after the effective date of the registration statement, which an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act.;
(jviii) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list cause all Registrable Securities covered by such registration statement to be (a) listed on each stock exchange or automated quotation system, if any, on which securities issued by the Corporation of the same class are then listed or, if no such securities issued by the Corporation are then so listed, on the New York Stock Exchange (the “NYSE”) or another nationally stock exchange, if the securities qualify to be so listed or (b) on the Nasdaq Stock Market of the Nasdaq Global Market (“NASDAQ”) or another nationally recognized automated quotation system, if the securities qualify to be so quoted;
(ix) as needed, (a) engage an appropriate transfer agent and provide the transfer agent with printed certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and (b) provide a CUSIP number for the Registrable Securities;
(x) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other Persons in addition to or in substitution for the provisions of Section 2(g) hereof, and take such other actions as holders of a majority of shares of such Registrable Securities on or the underwriters, if any, reasonably requested in order to expedite or facilitate the disposition of such Registrable Securities;
(xi) obtain a “cold comfort” letter or letters from the Corporation’s independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters as the holders of a majority of shares of such Registrable Securities shall reasonably request;
(xii) make available for inspection by any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date holder of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such holder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Corporation, and cause all of the Corporation’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(xiii) notify counsel for the holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (a) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (b) of the receipt of any comments from the SEC, (c) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (d) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;
(xiv) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;
(xv) if requested by the managing underwriter or agent or any holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such holder reasonably requests to be included therein, including, with respect to the number of Registrable Securities being sold by such holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;
(xvi) cooperate with the holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such holders may request;
(xvii) use its reasonable best efforts to obtain for delivery to the holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Corporation in customary form and in form, substance and scope reasonably satisfactory to such holders, underwriters or agents and their counsel; and
(xviii) cooperate with each holder of Registrable Securities being registered and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NYSE, NASDAQ or any other stock exchange or automated quotation system and the NASD.
Appears in 2 contracts
Sources: Registration Rights Agreement (RHI Entertainment, Inc.), Registration Rights Agreement (RHI Entertainment, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject to is required by the provisions of such Sections, this Agreement to use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company shall, as expeditiously as possible (but, in any event, within 60 days after a Demand Registration Request in the case of Section 2.4(a) below), in connection with the Registration of the Registrable Securities and, where applicable, a takedown off of a shelf registration statement:
(a) prepare and file with the sale SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof, and in connection with any such request:
which registration form (ai) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form shall be selected by counsel for the Company and which form shall (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to form in all material respects with the requirements of the applicable registration form and include all financial statements required by the SEC to be registered thereunder in accordance with the intended method of distribution thereoffiled therewith, and the Company shall use its reasonable best efforts to cause such filed registration statement to become effective and remain continuously effective for a period from the date such registration statement is declared effective until the earliest to occur (i) the first date as of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such the registration statement shall have actually been sold thereunder).
or (bii) The Company willa period of 90 days in the case of an underwritten offering effected pursuant to a registration statement other than a shelf registration statement and a period of three years in the case of a shelf registration statement (provided, if requestedhowever, prior to that before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, the Company will furnish to one counsel for the Holders participating in the planned offering (selected by the Majority Participating Holders) and to one counsel for the Manager, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel (provided that the Company shall be under no obligation to make any changes suggested by the Holders), and the Company shall not file any registration statement or amendment thereto, any prospectus or supplement theretothereto or any free writing prospectus related thereto to which the Majority Participating Holders or the underwriters, furnish if any, shall reasonably object);
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement continuously effective for the period set forth in Section 2.4(a) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (and, in connection with any shelf registration statement, file one or more prospectus supplements covering Registrable Securities upon the request of one or more Holders wishing to offer or sell Registrable Securities whether in an underwritten offering or otherwise);
(c) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the Manager of such offering;
(d) furnish, without charge, to each Shareholder Participating Holder and each underwriter, if any, of the Registrable Securities securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinexhibits), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) ), any other prospectus filed under Rule 424 under the Securities Act and such each free writing prospectus utilized in connection therewith, in each case, in conformity with the requirements of the Securities Act, and other documents documents, as such Shareholder or seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that seller (the Company modify any information contained hereby consenting to the use in accordance with all applicable law of each such registration statement, statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto pertaining to thereto) or free writing prospectus by each such Shareholder Participating Holder and the Company shall use its reasonable best efforts to comply underwriters, if any, in connection with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing offering and sale of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.prospectus);
(de) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or state “blue sky sky” laws of such jurisdictions in the United States as any Shareholder holding such sellers of Registrable Securities or any managing underwriter, if any, shall reasonably (request in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company writing, and do any and all other acts and things that which may be reasonably necessary or advisable to enable such Shareholder sellers or underwriter, if any, to consummate the disposition of the Registrable Securities owned by in such Shareholder; provided jurisdictions (including keeping such registration or qualification in effect for so long as such registration statement remains in effect), except that in no event shall the Company will not be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where it would not otherwise not, but for the requirements of this paragraph (e), be required to qualify but for this paragraph (d)be so qualified, (B) to subject itself to taxation in any such jurisdiction or (C) to consent to general service of process in any such jurisdiction.;
(ef) The Company will immediately promptly notify each Shareholder holding such Registrable Securities covered by such Participating Holder and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration statement or any free writing prospectus has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the registration statement or any amendment thereto, the prospectus related thereto or any supplement thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time when the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement supplemented or amendment to such prospectus amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with in the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification light of the underwriting arrangements with the NASD.circumstances under which they were made not misleading;
(g) Upon execution of confidentiality agreements in form comply (and substance reasonably satisfactory continue to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"comply) as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC (including, without limitation, maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) in accordance with the relevant state blue sky commissionsExchange Act), and make generally available to its securityholderssecurity holders, as soon as reasonably practicablepracticable after the effective date of the registration statement (and in any event within 45 days, or 90 days if it is a fiscal year, after the end of such 12 month period described hereafter), an earnings statement (which need not be audited) covering a the period of at least 12 months, consecutive months beginning within three months with the first day of the Company’s first fiscal quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 thereunder;
(jh) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(ki) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e(A) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering cause all such Registrable Securities until covered by such Shareholder's receipt of registration statement to be listed on the copies of principal securities exchange on which similar securities issued by the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, andCompany are then listed (if any), if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, listing of the most recent prospectus covering such Registrable Securities at is then permitted under the time of receipt rules of such notice. In exchange, or (B) if no similar securities are then so listed, to cause all such Registrable Securities to be listed on a national securities exchange and, without limiting the event generality of the foregoing, take all actions that may be required by the Company shall give as the issuer of such notice, Registrable Securities in order to facilitate the Company shall extend managing underwriter’s arranging for the period during which registration of at least two market makers as such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available with respect to such Shareholder a prospectus supplemented or amended shares with FINRA, and (ii) comply (and continue to conform comply) with the requirements of Section 5.04(e) hereof.any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;
(li) The Company will use its reasonable best efforts provide and cause to list be maintained a transfer agent and registrar for all such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ covered by such registration statement not later than the effective date of such registration statement.;
Appears in 2 contracts
Sources: Reorganization Agreement (Goosehead Insurance, Inc.), Reorganization Agreement (Goosehead Insurance, Inc.)
Registration Procedures. Whenever Shareholders request that If and whenever the Company is required to use its best efforts to effect or cause the registration of any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereofunder the Securities Act as provided in this Agreement, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly expeditiously as practicable, and in connection with any such requestpossible:
(ai) The Company will as expeditiously as possible prepare and and, in any event within 120 days after the end of the period within which a request for registration may be given to the Company, file with the SEC a registration statement on any form selected by counsel for with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, provided, however, that the Company and may discontinue any registration of its securities which form shall be available for is being effected pursuant to Section 2 at any time prior to the sale effective date of the Registrable registration statement relating thereto;
(ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of 270 days and to comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder with respect to be registered thereunder the disposition of all securities covered by such registration statement during such period in accordance with the intended method methods of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (disposition by the seller or such shorter period in which all of the Registrable Securities of the Holders included sellers thereof set forth in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to statement; provided that before filing a registration statement or prospectus prospectus, or any amendment amendments or supplement supplements thereto, the Company will furnish to each Shareholder and each underwriter, if any, counsel selected pursuant to Section 7 hereof by the Holders of the Registrable Securities covered by such registration statement to represent such Holders, copies of such registration statement as all documents proposed to be filed, and thereafter which documents will be subject to the Company will review of such counsel;
(iii) furnish to each seller of such Shareholder and underwriter, if any, Registrable Securities such number of copies of such registration statement, statement and of each amendment and supplement thereto (in each case including all exhibits thereto and filed therewith, including any documents incorporated by reference thereinreference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) ), in conformity with the requirements of the Securities Act, and such other documents as such Shareholder or underwriter seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;
(iv) use its best efforts to register or qualify such Registrable Securities covered by such registration in such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statementSeller, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, except that the Company shall not have for any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this clause (iv), it would not be stated therein obligated to be so qualified, to subject itself to taxation in any such jurisdiction or necessary to make the statements therein not misleading.consent to general service of process in any such jurisdiction;
(cv) After the filing of the registration statement, the Company will (i) use its best efforts to cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the seller or sellers thereof to consummate the disposition of the such Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.Securities;
(evi) The Company will immediately notify each Shareholder holding seller of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities ActAct within the appropriate period mentioned in clause (ii) of this Section 4, of the occurrence Company's becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an event requiring the preparation of a supplement amended or amendment to such supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(vii) otherwise use its best efforts to comply with all applicable rules and promptly prepare regulations of the SEC, and make available to each such Shareholder its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and file with the SEC any such supplement or amendment.rules and regulations promulgated thereunder;
(fviii) In connection with (A) use its best efforts to list such Registrable Securities on any Demand Registration requested by securities exchange on which the CSH ShareholdersCommon Stock is then listed (or if the Common Stock is not then listed, on any securities exchange requested) if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; (B) if such Registrable Securities are Common Equivalent Securities, upon the reasonable request of sellers of a majority of shares of such Registrable Securities, use its best efforts to list the Common Equivalent Securities and, if requested, the Company shall appoint Common Stock underlying such Common Equivalent Securities, notwithstanding that at the underwriter or underwriters chosen time of request such sellers hold only Common Equivalent Securities, on any securities exchange so requested, if such Registrable Securities are not already so listed, and if such listing is then permitted under the rules of such exchange; (C) and use its best efforts to provide a transfer agent and registrar for such Registrable Securities covered by CSH. The Company will such registration statement not later than the effective date of such registration statement;
(ix) enter into such customary agreements (including an underwriting agreement in customary form) ), which may include indemnification provisions in favor of underwriters and other persons in addition to, or in substitution for the provisions of Section 5 hereof, and take such other actions as are sellers of a majority of shares of such Registrable Securities or the underwriters, if any, reasonably required requested in order to expedite or facilitate the disposition of such Registrable Securities, including ;
(x) obtain a "cold comfort" letter or letters from the engagement Company's independent public accounts in customary form and covering matters of the type customarily covered by "cold comfort" letters as the seller or sellers of a "qualified independent underwriter" in connection with the qualification majority of shares of such Registrable Securities shall reasonably request (provided that Registrable Securities constitute at least 25% of the underwriting arrangements with the NASD.securities covered by such registration statement);
(gxi) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to a such registration statement being filed and by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional agent retained by any such Shareholder seller or underwriter (collectively, the "Inspectors")any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCompany, and cause all of the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors such seller, underwriter, attorney, accountant or agent in connection with such registration statement.;
(hxii) The Company will furnish notify counsel (selected pursuant to each Section 7 hereof) for the Holders of Registrable Securities included in such Shareholder registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from the SEC, (iii) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;
(xiii) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;
(xiv) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such Shareholderinformation as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;
(xv) cooperate with the Holders of Registrable Securities covered by the registration statement and to each such underwriterthe managing underwriter or agent, if any, a signed counterpartto facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, addressed and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such Holders may request;
(xvi) obtain for delivery to the Holders of Registrable Securities being registered and to the participating Shareholders, of (i) underwriter or agent an opinion or opinions of from counsel to for the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering in form, substance and scope reasonably satisfactory to such matters Holders, underwriters or agents and their counsel; and
(xvii) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the type customarily covered by opinions or comfort letters, as the case may be, as a majority disposition of such Shareholders or Registrable Securities and their respective counsel in connection with any filings required to be made with the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) NASD. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company with such Shareholder to promptly furnish in writing information regarding such seller and pertinent to the Company information regarding disclosure requirements relating to the registration and the distribution of the Registrable Securities such securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) writing. Each such Shareholder Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in clause (vi) of this Section 5.04(e) hereof4, such Shareholder Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such ShareholderHolder's receipt of the copies of the supplemented or amended prospectus contemplated by clause (vi) of this Section 5.04(e) hereof4, and, if so directed by the Company, such Shareholder Holder will deliver to the Company (at the Company's expense) all copies, other than any permanent file copies then in such ShareholderHolder's possession, of the most recent prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event that the Company shall give any such notice, the Company shall extend the period during which such registration statement mentioned in clause (ii) of this Section 4 shall be maintained effective (including the period referred to in Section 5.04(a) hereof) extended by the number of days during the period from and including the date of the giving of such notice pursuant to clause (vi) of this Section 5.04(e) hereof to 4 and including the date when each seller of Registrable Securities covered by such registration statement shall have received the Company shall make available to such Shareholder a prospectus copies of the supplemented or amended to conform with the requirements prospectus contemplated by clause (vi) of this Section 5.04(e) hereof4.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Kindercare Learning Centers Inc /De), Registration Rights Agreement (KCLC Acquisition Corp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered In connection with the obligations of the Company with respect to the Registration Statement pursuant to Section 5.01 or 5.02 Sections 2(a) and 2(b) hereof, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such requestshall:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement Registration Statement on any the appropriate form under the Securities Act, which form (i) shall be selected by counsel for the Company and which form shall (ii) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method or methods of distribution thereofas the Company is so advised of by the selling Holders thereof and (iii) shall comply as to form in all material respects with the requirements of the applicable form and include (including through incorporation by reference, if available to the Company) all financial statements required by the SEC to be filed therewith, and the Company shall use its commercially reasonable best efforts to cause such filed registration statement Registration Statement to become effective and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).accordance with Section 2 hereof;
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder prepare and each underwriter, if any, of file with the Registrable Securities covered by SEC such registration statement copies of such registration statement as proposed to be filed, amendments and thereafter the Company will furnish post-effective amendments to such Shareholder Registration Statement as may be necessary to keep such Registration Statement in compliance with the Securities Act; and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act;
(c) in the case of a Shelf Registration, (ii) comply with the provisions furnish to each Holder of Registrable Securities and to each underwriter of Registrable Securities, if any, without charge, as many copies of the Securities Act with respect Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of all the Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.Securities;
(d) The Company will in the case of a Shelf Registration, use its commercially reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other all applicable state securities or "blue sky sky" laws of such jurisdictions in the United States as any Shareholder holding such Holder of Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved covered by such other governmental agencies Shelf Registration Statement and or authorities as may be necessary any Underwriter shall reasonably request in writing by virtue of the business and operations of time the Company applicable Shelf Registration Statement is declared effective by the SEC, and do any and all other acts and things that which may be reasonably necessary or advisable to enable such Shareholder Holder or Underwriter to consummate the disposition of the Registrable Securities owned by in each such Shareholder; provided designated jurisdiction, provided, however, that the Company will shall not be required to (Ai) qualify generally to do business as a foreign corporation or as a broker-dealer in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 5(d), (B) subject itself to taxation in any such jurisdiction or (Cii) consent to general service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction.;
(e) The Company will immediately in the case of a Shelf Registration, promptly notify each Shareholder holding Holder and, if requested by such Holder, confirm such advice in writing (i) when such Shelf Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of such Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period such Shelf Registration Statement is effective which makes any statement made in such Shelf Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Shelf Registration Statement or Prospectus in order to make the statements therein not misleading;
(f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement promptly and shall provide notice to each Holder of the withdrawal of any such order as promptly as practicable;
(g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of such Shelf Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);
(h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under in such denominations and registered in such names as the Securities Actselling Holders may reasonably request at least two business days prior to the closing of any sale of Registrable Securities;
(i) in the case of a Shelf Registration, of upon the occurrence of an any event requiring the preparation of contemplated by Section 5(e)(iv) hereof, use its commercially reasonable best efforts to prepare a supplement or post-effective amendment to such prospectus Shelf Registration Statement 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 such the Registrable Securities, such prospectus Prospectus will not contain an any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.misleading;
(fj) In connection with any Demand in the case of a Shelf Registration requested by the CSH ShareholdersStatement, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into and deliver all such customary agreements (including an underwriting agreement in customary form) agreements, documents and take such other actions (including causing the delivery of opinions of counsel and "comfort" letters of independent certified public accountants) as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including ;
(k) in the engagement case of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the CompanyShelf Registration, the Company will upon reasonable notice make available for inspection by a representative of the Holders of the Registrable Securities, any Shareholder and any underwriter Underwriter participating in any disposition pursuant to a registration statement being filed such Shelf Registration Statement, and any attorney or accountant designated by the Company pursuant to this Section 5.04 Selling Holders, at reasonable times and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors")in a reasonable manner, all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such PersonCompany, and cause the Company's respective officers, directors and employees of the Company to supply all information reasonably requested by any Inspectors such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided, however, that such registration statement.representatives, attorneys or accountants shall be acceptable to the Company in its judgment reasonably exercised and shall agree to enter into a written confidentiality agreement mutually acceptable to the Company and the Underwriters regarding any records, information or documents that are designated by the Company as confidential unless such records, information or documents are available to the public or disclosure of such records, information or documents is required by court or administrative order after the exhaustion of appeals therefrom and to use such information obtained pursuant to this provision only in connection with the transaction for which such information was obtained, and not for any other purpose;
(h1) The Company will furnish in the case of a Shelf Registration, provide copies of any Prospectus, any amendment to each any applicable Shelf Registration Statement or amendment or supplement to any Prospectus or any document which is to be incorporated by reference into such Shareholder (if requested by Shelf Registration Statement or any Prospectus after initial filing of such Shareholder) Shelf Registration Statement, a reasonable time prior to the filing of any such Prospectus, amendment, supplement or document, to the Initial Purchasers on behalf of the Holders and to each such underwriterUnderwriters, if any, and except with respect to a signed counterpartShelf Registration filed pursuant to Section 2(b)(iii) not file any such document in a form to which the Initial Purchasers on behalf of the Holders or Underwriters, addressed to such underwriter if any, shall reasonably object; and make the participating Shareholders, representatives of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter as shall be reasonably requested by the Holders or comfort letters from the Initial Purchasers on behalf of such Holders available for discussion of such document; provided that the requirements of this paragraph shall not apply to the Company's independent public accountantsannual report on Form 10-K, each in customary form and covering such matters its Quarterly Reports on Form 10-Q, its current reports on Form 8-K or any other documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the type customarily covered by opinions Exchange Act (the "Exchange Act Documents"); and further provided that the Company shall promptly notify Holders of the filing of any Exchange Act Documents except for such Exchange Act Documents specifically related to the offering of other securities and not to the Registrable Securities;
(m) obtain a CUSIP number for all Exchange Securities or comfort lettersRegistrable Securities, as the case may be, as a majority not later than the effective date of such Shareholders or the managing underwriter therefor reasonably requests.any Registration Statement; and
(in) The Company will otherwise cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Securities, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its commercially reasonable best efforts to comply cause the Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with all applicable rules and regulations of the SEC and to enable the relevant state blue sky commissionsIndenture to be so qualified in a timely manner. In the case of a Shelf Registration Statement, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may (as a condition to such Holder's participation in a Shelf Registration) require each such Shareholder Holder to promptly furnish in writing to the Company information regarding the Holder and the proposed distribution by such Holder of the any Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder writing. In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any (i) notice from the Company of the happening of any event of the kind described in Section 5.04(e5(e)(ii) or (iv) hereof, (ii) notice from the Company that it is in possession of material information that has not been disclosed to the public and the Company reasonably deems it to be advisable not to disclose such Shareholder information in a registration statement or (iii) notice from the Company that it is in the process of a registered offering of securities and the Company reasonably deems it to be advisable to temporarily discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement (in each case, such notice being hereinafter referred to as a "Suspension Notice"), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to any Shelf Registration Statement and shall not be entitled to the registration statement covering such Registrable Securities benefits provided under Section 6 hereof with respect to any sales made by it in contravention of this paragraph, until such ShareholderHolder's receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 5.04(e5(i) hereofor a notice in accordance with Section 5(f) hereof that any order suspending the effectiveness of the Shelf Registration Statement has been withdrawn, or, in the case of (ii) or (iii) above, until further notice from the Company that disposition of Registrable Securities may resume, provided that (except with respect to a Shelf Registration filed pursuant to Section 2(b)(iii)) such further notice will be given within 90 days of the Suspension Notice in the case of (ii) above and within 120 days of the Suspension Notice in the case of (iii) above, and provided further that in the case of (ii) and (iii) above that any Suspension Notice must be based upon a good faith determination of the Board of Directors of the Company or the Executive Committee thereof that such Notice is necessary; and, if so directed by the Company, such Shareholder Holder will deliver to the Company (at the expense of the Company) all copiescopies in its possession, other than any permanent file copies then in such ShareholderHolder's possession, of the most recent prospectus Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event that If the Company shall give any such noticenotice to suspend the disposition of Registrable Securities pursuant to any Shelf Registration Statement, the Company shall extend the period during which such registration statement Shelf Registration Statement shall be maintained effective (including the period referred pursuant to in Section 5.04(a) hereof) this Agreement by the number of days during the period from and including the date of the giving of such notice pursuant to Section 5.04(e) hereof to and including the date when the Company Holders shall make available to such Shareholder a prospectus have received copies of the supplemented or amended Prospectus necessary to conform with resume such dispositions or received notice that any order suspending dispositions of the requirements Securities has been withdrawn. Each Holder will furnish to the Company such information regarding such Holder and the distribution of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order to comply with the Securities Act or any relevant state securities exchange on or Blue Sky law or obligation. Each Holder of Registrable Securities as to which any registration is being effected agrees to notify the Common Stock is then listed Company as promptly as practicable of any inaccuracy or on NASDAQ if change in information previously furnished by such Holder to the Common Stock is then quoted on NASDAQ not later than Company or of the effective date happening of any event, in either case as a result of which any Prospectus relating to such registration contains an untrue statement of a material fact regarding such Holder or the distribution of such registration statementRegistrable Securities or omits to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to furnish to the Company promptly any additional information required to correct and update any previously furnished information or required such that such prospectus shall not contain, with respect to such holder or the distribution of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (CSC Holdings Inc), Registration Rights Agreement (Cablevision Systems Corp /Ny)
Registration Procedures. Whenever Shareholders request In connection with the Registration to be effected pursuant to the Resale Shelf Registration Statement, and whenever the Investor Parties have requested that any Registrable Securities be registered pursuant to Section 5.01 this Agreement or 5.02 hereofhave initiated a Takedown Offering, the Company will, subject to the provisions of such Sections, shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof, and in connection with any such requestpursuant thereto the Company shall as expeditiously as reasonably possible:
(a) The Company will as expeditiously as possible prepare in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder and file with the SEC Commission a registration statement on any form selected by counsel for the Company statement, and which form shall all amendments and supplements thereto and related prospectuses as may be available for the sale of the necessary to comply with applicable securities laws, with respect to such Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or provided that at least five (5) Business Days before filing such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment amendments or supplement supplements thereto, the Company shall furnish to each Shareholder and each underwriter, if any, of counsel selected by the Registrable Securities covered by such registration statement Applicable Approving Party copies of all such registration statement as documents proposed to be filed, which documents shall be subject to the review and thereafter comment of such counsel, and no such document shall be filed with the Commission to which any Investor Party or its counsel reasonably objects);
(b) notify each Investor Party of (i) the issuance by the Commission of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (ii) the receipt by the Company will furnish or its counsel of any notification with respect to such Shareholder and underwriter, if any, such number the suspension of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition qualification of the Registrable Securities owned by for sale in any jurisdiction or the initiation or threatening of any proceeding for such Shareholder. Each Shareholder shall have purpose, and (iii) the right to request that the Company modify any information contained in such effectiveness of each registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.filed hereunder;
(c) After prepare and file with the filing Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the expiration of the registration statement, Effectiveness Period (but not in any event before the Company will (i) cause the related prospectus to be supplemented by expiration of any longer period required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities ActAct or, (iiif such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.statement;
(d) The Company will furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(e) during any period in which a prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission, including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(f) use its reasonable best efforts to (i) register or qualify the such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in as the United States as any Shareholder holding such Registrable Securities lead underwriter or the Applicable Approving Party reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that which may be reasonably necessary or advisable to enable such Shareholder seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Shareholder; seller (provided that the Company will shall not be required to (Ai) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (dSection 6(f), (B) subject itself to taxation in any such jurisdiction or (Cii) consent to general service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction.);
(eg) The Company will immediately promptly notify in writing each Shareholder holding seller of such Registrable Securities covered by (i) after it receives notice thereof, of the date and time when such registration statementstatement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to such registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) after receipt thereof, of any request by the Commission for the amendment or supplementing of such registration statement or prospectus or for additional information, and (iii) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence happening of any event as a result of which the prospectus included in such registration statement contains an event requiring untrue statement of a material fact or omits any fact necessary to make the preparation statements therein not misleading, and, at the request of any such seller, the Company promptly shall prepare, file with the Commission and furnish to each such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.misleading;
(h) The cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriterare then listed and, if anynot so listed, to be listed on a signed counterpartsecurities exchange and, addressed without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.Registrable Securities with FINRA;
(i) The Company will otherwise use its reasonable best efforts to comply with provide a transfer agent and registrar for all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.;
Appears in 2 contracts
Sources: Investment Agreement (Sonida Senior Living, Inc.), Investment Agreement (Sonida Senior Living, Inc.)
Registration Procedures. Whenever Shareholders request that any Registrable Securities (a) In connection with the Registered Exchange Offer (if required to be registered made pursuant to Section 5.01 3(a) hereof):
(i) As a condition to its participation in the Registered Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall be required to furnish, upon the request of the Company, within 15 Business Days thereafter, such information regarding such Holder and such Holder's intentions in connection with the Series F Preferred Stock or 5.02 hereofClass F Subordinated Debentures, as applicable, to be received in the Registered Exchange Offer as the Company may from time to time reasonably request in writing. Each such Holder shall be required to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.
(ii) As a condition to its participation in the Registered Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall be required to furnish, upon the request of the Company, prior to the Consummation thereof a written representation to the Company that it is not engaged in, and does not intend to engage in, a distribution of the Series F Preferred Stock or Class F Subordinated Debentures, as applicable, to be received in the Registered Exchange Offer and that it is acquiring the Series F Preferred Stock or Class F Subordinated Debentures, as applicable, in its ordinary course of business and shall otherwise cooperate in the Company's preparations for the Registered Exchange Offer. Each Holder shall acknowledge that any such Holder using the Registered Exchange Offer to participate in a distribution of the securities to be acquired in the Registered Exchange Offer (x) could not rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available April 13, 1989) or similar no-action letters, (y) must comply with registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and (z) that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.
(iii) If the Registered Exchange Offer relates to the Subordinated Debentures, the Company will, subject shall cause the Subordinated Debenture Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the provisions Registered Exchange Offer; and, in connection therewith, will cooperate with the Subordinated Debenture Trustee and the holders of such Sections, use its reasonable best efforts the Class E Subordinated Debentures to effect such changes to the registration and the sale of Subordinated Debenture Indenture as may be required for such Registrable Securities Indenture to be so qualified in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form selected by counsel for the Company and which form shall be available for the sale terms of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereofTIA; and will execute, and use its reasonable best efforts to cause such Subordinated Debenture Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed registration statement with the Commission to become and remain effective for enable such Indenture to be so qualified in a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder)timely manner.
(b) The Company willIn connection with the Shelf Registration Statement, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with effect such requestregistration, provided, however, that to permit the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing sale of the registration statementTransfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof and, pursuant thereto, the Company will as expeditiously as possible:
(i) prepare and file with the Commission, as soon as practicable, a Registration Statement relating to the registration on any appropriate form under the Act, cooperate and assist in any filings required to be made with the NASD and use its reasonable best efforts to cause such Shelf Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the selling Holders to consummate the disposition of such Transfer Restricted Securities; provided that before filing a Shelf Registration Statement or any Prospectus, or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of the Shelf Registration Statement, the Company will furnish to the Holders and the underwriter(s), if any, copies of all such documents proposed to be filed prior to the filing thereof and shall make the Company's representative available for discussion of such documents.
(ii) prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement effective for the applicable period set forth in Section 3 hereof, or such shorter period which will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold; cause the related prospectus Prospectus to be supplemented by any required prospectus Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) and to comply fully with the applicable provisions of Rules 424 and 430A under the Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement Shelf Registration Statement during the applicable period in accordance with the intended method or methods of disposition distribution by the sellers thereof set forth in such registration statement Shelf Registration Statement or supplement to such prospectus and the Prospectus.
(iii) if requested by the Holders of Transfer Restricted Securities being sold in an Underwritten Offering conducted pursuant to an Underwriting Agreement referred to in Section 6(b)(xii) or the Underwriter(s) thereof, promptly notify each Shareholder holding Registrable incorporate in a Prospectus supplement or post-effective amendment such information as such Underwriter(s) and the Holders of Transfer Restricted Securities covered being sold agree should be included therein relating to the plan of distribution of the Transfer Restricted Securities, including, without limitation, information with respect to the number of shares of Preferred Stock and principal amount of Subordinated Debentures being sold to such Underwriter(s), the purchase price being paid therefor and with respect to any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment.
(iv) advise the Underwriter(s), if any, and selling Holders promptly and, if requested by such registration Persons, to confirm such advice in writing, (A) when the Shelf Registration Statement or any post-effective amendment thereto, has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) if at any time the representations and warranties of the Company contemplated by paragraph (xii)(A) below cease to be true and correct, (D) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading and (E) of the receipt by the Company of any stop order from the Commission suspending the effectiveness of the Registration Statement, and any order issued or threatened by the SEC or any state securities commission or other regulatory authority suspending the qualification or exemption from qualification of such Transfer Restricted Securities under state blue sky laws and take all reasonable actions required to prevent securities or Blue Sky laws. If at any time the entry of Company shall receive any such stop order suspending the effectiveness of the Registration Statement, or to remove it if entered.
(d) The any such order from a state securities commission or other regulatory authority, the Company will shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time.
(iv) register promptly prior to the filing of any document that is to be incorporated by reference into the Shelf Registration Statement or qualify the Registrable Prospectus (after initial filing of the Shelf Registration Statement), provide copies of such document to the selling Holders and to the managing Underwriter(s), if any, and make the Company's representative(s) available for discussion of such document.
(vi) furnish to each selling Holder and each of the Underwriter(s), if any, without charge, at least one signed copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference).
(vii) deliver to each selling Holder and each of the Underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request; the Company consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the Underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by such the Prospectus or any amendment or supplement thereto.
(viii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the Underwriter(s), if any, and their respective counsel in connection with the registration statement and qualification of the Transfer Restricted Securities under such other the securities or blue sky Blue Sky laws of such jurisdictions in as the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distributionselling Holders or Underwriter(s) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company request and do any and all other acts and or things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition in such jurisdictions of the Registrable Transfer Restricted Securities owned covered by such Shareholderthe Shelf Registration Statement; provided provided, however, that the Company will shall not be required to (A) register or qualify generally as a foreign corporation where it is not then so qualified or to do business take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where it would is not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdictionnow so subject.
(eix) The Company will immediately notify each Shareholder holding cooperate with the selling Holders and the Underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Registrable Transfer Restricted Securities covered to be in such denominations and registered in such names as the Holders or the Underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such registration statementUnderwriter(s);
(x) if any fact or event contemplated by Section 6(b)(iv)(D) above shall exist or have occurred, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of prepare a supplement or post-effective amendment to such prospectus the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of such Registrable Transfer Restricted Securities, such prospectus the Prospectus, as amended or supplemented, will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; provided, however, that the Company shall not be required to comply with this Section 6(b)(x) if, and only for so long as: (i) the Company shall be engaged in a transaction; (ii) (A) such transaction is required to be disclosed in the Registration Statement, the related Prospectus, or any amendment or supplement thereto, or the failure by the Company to disclose such transaction in the Registration Statement or related Prospectus, or any amendment or supplement thereto, as then amended or supplemented, would cause such Registration Statement, Prospectus or amendment or supplement thereto, to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading, in the light of the circumstances under which they were made; (B) information regarding the existence of such transaction has not then been publicly disclosed by or on behalf of the Company; and (C) the Company determines, in its reasonable judgment, that disclosure of such transaction would have a material adverse effect (1) on the business, condition (financial or other), results of operations or properties of the Company and its subsidiaries, taken as a whole, or (2) on the consummation of such transaction and (iii) the Company notifies the Holders promptly prepare and make available to each such Shareholder and file with after making the SEC any such supplement or amendmentdetermination set forth in clause (ii).
(fxi) In connection with any Demand provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of Exchange Offer Registration requested by Statement or the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will Shelf Registration Statement;
(xii) enter into such customary agreements (including an underwriting agreement in customary formform reasonably satisfactory to the Company) and take all such other actions in connection therewith as are reasonably required may be requested by the Holders of a majority of the outstanding shares (or principal amount, as the case may be) of the Transfer Restricted Securities or the managing Underwriter(s) in order to expedite or facilitate the disposition of such Registrable Securitiesthe Transfer Restricted Securities pursuant to the Shelf Registration and, including the engagement of a "qualified independent underwriter" in connection with the qualification of the any such underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to agreement entered into by the Company, (A) make such representations and warranties to the Company will make available for inspection by any Shareholder Holders and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"Underwriter(s), all financial in form, substance and other recordsscope as are customarily made by issuers to Underwriters in primary underwritten offerings and covering matters including, pertinent corporate documents and properties of but not limited to, those set forth in the Company Placement Agreement; (collectively, the "Records"B) as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or obtain opinions of counsel to the Company and updates thereof (iiwhich counsel and opinions (in form, scope and substance) a comfort letter or comfort shall be reasonably satisfactory to the Underwriter(s) and the Holders of the Transfer Restricted Securities being sold) addressed to each selling Holder and the Underwriter(s) covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and Underwriters; (C) obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountantsaccountants addressed to the Underwriters and use its reasonable best efforts to obtain such "cold comfort" letters addressed to the Holders of Transfer Restricted Securities, each such letters to be in customary form and covering such matters of the type customarily covered in "cold comfort" letters by opinions Underwriters in connection with primary underwritten offerings; (D) set forth in full or comfort letters, as incorporate by reference in the case may be, as a majority of such Shareholders or underwriting agreement the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules indemnification provisions and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions procedures of Section 11(a8 hereof with respect to all parties to be indemnified pursuant to said Section; and (E) of the Securities Act.
(j) The Company may require each deliver such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request documents and such other information certificates as may be legally reasonably requested by the Holders of the Transfer Restricted Securities being sold or the underwriter(s) of such Underwritten Offering to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company pursuant to this clause (xii). The above shall be done at each closing under such underwriting or similar agreement, as and to the extent required thereunder. Notwithstanding the foregoing, in connection with such registration.
no event shall any Holder be entitled to participate in an Underwritten Registration unless Holders of Preferred Stock the aggregate liquidation preference of which equals or exceeds $25 million (kor, if the Preferred Stock has been exchanged for Subordinated Debentures, the principal amount of which equals or exceeds $25 million) Each such Shareholder agrees that, upon receipt of any notice from shall first notify the Company of the happening of any event of the kind described in Section 5.04(e) hereof, their intent to retain an Underwriter for such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice purpose pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) 11 hereof.
(lxiii) The Company will use its make available at reasonable best efforts times for inspection by the Holders of the Transfer Restricted Securities, any Underwriter participating in an Underwritten Offering pursuant to list such Registrable Securities on Shelf Registration Statement and any securities exchange on which the Common Stock is then listed attorney or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of accountant retained by such registration statement.selling
Appears in 2 contracts
Sources: Registration Rights Agreement (Primedia Inc), Registration Rights Agreement (K Iii Communications Corp)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 2.1 and 2.2 hereof, the intended method of disposition thereof Company shall as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and file with the SEC a Commission as soon as practicable the requisite registration statement on any form selected to effect such registration (and shall include all financial statements required by counsel for the Company and which form shall be available for the sale of the Registrable Securities Commission to be registered thereunder in accordance with the intended method of distribution thereof, filed therewith) and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in effective; provided, however, that before filing such registration statement shall have actually been sold thereunder).
(bincluding all exhibits) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement theretothereto or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall as promptly as practicable furnish such documents to each Shareholder Penske and each underwriter, if any, participating in the offering of the Registrable Securities covered by such registration statement copies and their respective counsel, which documents will be subject to the reasonable review and comments of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statementPenske, each amendment underwriter and supplement thereto (in each case including all exhibits thereto their respective counsel; and documents incorporated by reference therein)provided, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, providedfurther, however, that the Company shall may discontinue any registration of its securities pursuant to Section 2.2 or which are not have Registrable Securities at any obligation time prior to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing effective date of the registration statement, statement relating thereto;
(b) notify Penske of the Company will (i) cause Commission's requests for amending or supplementing the related prospectus to be supplemented by any required prospectus supplementregistration statement and the prospectus, and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as so supplemented may be necessary to be filed pursuant keep such registration statement effective and to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during for such period as shall be required for the applicable period disposition of all of such Registrable Securities in accordance with the intended methods method of disposition by distribution thereof; provided, that except with respect to any such registration statement filed pursuant to Rule 415 under the sellers thereof set forth Securities Act, such period need not exceed 180 days;
(c) furnish, without charge, to Penske and each underwriter such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement or supplement to such (including each preliminary prospectus and (iiiany summary prospectus) promptly notify each Shareholder holding Registrable and any other prospectus filed under Rule 424 under the Securities covered by Act, in conformity with the requirements of the Securities Act, and such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws other documents, as Penske and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.underwriters may reasonably request;
(d) The Company will use its reasonable best efforts to (i) to register or qualify the all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in States of the United States of America where an exemption is not available and as Penske or any Shareholder holding such Registrable Securities managing underwriter shall reasonably (in light of such Shareholder's intended plan of distribution) requests and request, (ii) cause to keep such Registrable Securities registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to be registered with or approved by such take any other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that action which may be reasonably necessary or advisable to enable such Shareholder Penske to consummate the disposition in such jurisdictions of the Registrable Securities owned securities to be sold by such Shareholder; provided Penske, except that the Company will shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this paragraph subsection (d), (B) subject itself be obligated to taxation in any such jurisdiction be so qualified or (C) to consent to general service of process in any such jurisdiction.;
(e) The Company will immediately notify furnish to Penske and each Shareholder holding such Registrable Securities underwriter, if any, participating in the offering of the securities covered by such registration statement, a signed counterpart of (i) an opinion of counsel for the Company, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's or any other entity's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated) and, in the case of the legal opinion, such other legal matters, and, in the case of the accountants' comfort letter, such other financial matters, as the underwriters, may reasonably request;
(f) promptly notify Penske and each managing underwriter, if any, participating in the offering of the securities covered by such registration statement (i) when such registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission for amendments or supplements to such registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so upon discovery that, or upon the happening of any event as thereafter delivered to a result of which, the purchasers of prospectus included in such Registrable Securitiesregistration statement, such prospectus will not contain as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in the light of the circumstances under which they were made, and in the case of this clause (v), at the request of Penske promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to Penske and each such Shareholder (if requested by such Shareholder) and to each such managing underwriter, if any, participating in the offering of the Registrable Securities, a signed counterpartreasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel as thereafter delivered to the Company purchasers of such 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 in the light of the circumstances under which they were made; and (iivi) a comfort letter or comfort letters from at any time when the Company's independent public accountants, each in customary form representations and covering such matters warranties of the type customarily covered Company contemplated by opinions Section 2.4(a) or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.(b) hereof cease to be true and correct;
(ig) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a the period of 12 months, at least twelve months beginning within three months with the first full calendar month after the effective date of the such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 promulgated thereunder, and promptly furnish to Penske a copy of any amendment or supplement to such registration statement or prospectus;
(h) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration;
(i) (i) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if no similar securities are then so listed, use its reasonable best efforts to (x) cause all such Registrable Securities to be listed on a national securities exchange or (y) failing that, secure designation of all such Registrable Securities as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Commission or (z) failing that, to secure NASDAQ authorization for such shares and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such shares with the National Association of Securities Dealers, Inc.;
(j) deliver promptly to counsel to Penske and each underwriter, if any, participating in the offering of the Registrable Securities, copies of all correspondence between the Commission and the Company, its counsel or auditors;
(k) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(l) provide a CUSIP number for all Registrable Securities, no later than the effective date of the registration statement; and
(m) make available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's business) in their marketing of Registrable Securities. The Company may require each such Shareholder Penske to promptly furnish in writing to the Company such information regarding Penske and the distribution of the Registrable Securities as the Company may from time to time reasonably request and in writing. The Company shall be released from any obligation to Penske hereunder for so long as Penske has not delivered such other information as may be legally to the extent required in connection with such registration.
(k) Each such Shareholder for purposes of the registrations. Penske agrees that, that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (f) (iii), (iv) or (v) of this Section 5.04(e) hereof2.3, such Shareholder will forthwith Penske will, to the extent appropriate, discontinue its disposition of Registrable Securities pursuant to the registration statement covering relating to such Registrable Securities until such Shareholder's until, in the case of paragraph (f)(v) of this Section 2.3, its receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (f)(v) of this Section 5.04(e) hereof, 2.3 and, if so directed by the Company, such Shareholder will deliver to the Company (at the Company's expense) all copies, other than any permanent file copies copies, then in such Shareholder's its possession, of the most recent prospectus covering relating to such Registrable Securities current at the time of receipt of such notice. In If the event that disposition by Penske of its securities is discontinued pursuant to the Company shall give such noticeforegoing sentence, the Company shall extend the period during which such of effectiveness of the registration statement shall be maintained effective (including the period referred required pursuant to in Section 5.04(a) hereof2.1(e) by the number of days during the period from and including the date of the giving of notice to and including the date when Penske shall have received copies of the supplemented or amended prospectus contemplated by paragraph (f)(v) of this Section 2.3; and, if the Company shall not so extend such period, Penske's request pursuant to which such registration statement was filed shall not be counted for purposes of the requests for registration to which Penske is entitled pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) 2.1 hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (United Auto Group Inc), Registration Rights Agreement (Penske Capital Partners LLC)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, the Company will, subject The following provisions shall apply to the provisions filing of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such requestShelf Registration Statement:
(a) The Company will as expeditiously as possible shall:
(i) prepare and file with the SEC Commission within the time periods specified in Section 2(a), a registration statement Shelf Registration Statement on any form selected which may be utilized by counsel for the Company and which form shall be available for the sale register all of the Registrable Securities to be registered thereunder for resale by the holders thereof in accordance with such method or methods of disposition (but which shall not include an underwritten offering as to which the intended method Company needs to assist) as may be specified by such of distribution thereofthe holders as, from time to time, may be Electing Holders and use its reasonable best efforts to cause such filed registration statement Shelf Registration Statement to become and remain effective for a period of as soon as reasonably practicable but in any case within the time periods specified in Section 2(a);
(ii) not less more than 180 days (or such shorter period in which all 5 Business Days after the consummation of the Merger, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 20 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company;
(iii) after the Effective Time of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company willShelf Registration Statement, if requested, prior to filing a registration statement or prospectus or upon the request of any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, holder of the Registrable Securities covered by that is not then an Electing Holder, send a Notice and Questionnaire to such registration statement copies holder, and, upon return of such registration statement as proposed to be filedNotice and Questionnaire from such Holder, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with include such request, provided, however, holder’s Registrable Securities in the Shelf Registration Statement as soon as practicable but in any event within five days following receipt by the Company of such Notice and Questionnaire; provided that the Company shall not have be required to take any obligation action to so modify any information if so doing would cause name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to contain an untrue statement the Company;
(iv) as soon as reasonably practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement (including without limitation, any required post effective amendments) and the prospectus included therein as may be necessary to effect and maintain the effectiveness of a material fact or omit such Shelf Registration Statement for the period specified in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to state the form of such Shelf Registration Statement, including without limitation, to promptly include any material fact required Electing Holder to be stated therein or necessary to make the statements therein not misleading.named as a selling security holder therein;
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (iiv) comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such registration statement during the applicable period Shelf Registration Statement in accordance with the intended methods of disposition by the sellers thereof set forth Electing Holders provided for in such Shelf Registration Statement;
(vi) provide (A) one representative of the Electing Holders and (B) not more than one counsel (“Legal Counsel”) for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto (but not including any documents incorporated by reference), in each case subject to customary confidentiality restrictions. The Company shall (A) permit Legal Counsel to review and comment upon (i) a Shelf Registration Statement at least five (5) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to all Shelf Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor reports) within a reasonable number of days prior to their filing with the Commission, and (B) give due consideration to any comments Legal Counsel provides with respect to any Shelf Registration Statement or amendment or supplement thereto. The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from the Commission or the staff of the Commission to the Company or its representatives relating to any Shelf Registration Statement, (ii) promptly after the same is prepared and filed with the Commission, one copy of any Shelf Registration Statement and any amendment(s) thereto, including financial statements and schedules, and, if requested by a holder and unavailable on ▇▇▇▇▇, all documents incorporated therein by reference and all exhibits to such Shelf Registration Statement and (iii) upon the effectiveness of any Shelf Registration Statement, one copy of the prospectus included in such Shelf Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to this Section 3(vi);
(vii) for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(a), make available between 9 a.m. and 5 p.m. on any Business Day at the Company’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(a)(vi) who shall certify to the Company that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to be available to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record other than through a breach of this provision by such person or by an Electing Holder (but excluding by virtue of its inclusion in such registration statement or otherwise by the Company), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (provided such person agrees that it will give prompt notice to the Company and allow the Company, at its expense, to promptly undertake appropriate action and to prevent disclosure of such information deemed confidential), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by in order that such registration statement Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of any stop order issued or threatened by the SEC or any state federal securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests rules and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue regulations of the business Commission and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
(viii) promptly notify each of the Electing Holders, and if requested by any such Electing Holder, confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (E) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder or contains 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 in light of the circumstances then existing;
(ix) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;
(x) if requested by any Electing Holder, promptly prepare and make available to each such Shareholder and file with the SEC any such incorporate in a prospectus supplement or amendment.
(f) In connection with any Demand Registration requested post-effective amendment such information as is required by the CSH Shareholders, applicable rules and regulations of the Company shall appoint Commission and as such Electing Holder specifies should be included therein relating to the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate terms of the disposition sale of such Registrable Securities, including information with respect to the engagement amount of Registrable Securities being sold by such Electing Holder, the name and description of such Electing Holder the offering price of such Registrable Securities and any compensation payable in respect thereof, and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; provided, however, that any suspension of the Shelf Registration Statement caused by the Company filing a "qualified independent underwriter" post-effective amendment to incorporate information pursuant to this Section 3(a)(x) shall not be deemed a Failure under this Agreement;
(xi) if requested by any Electing Holder, furnish to such Electing Holder and the respective counsel referred to in Section 3(a)(vi) a conformed copy of such Shelf Registration Statement, each such amendment and supplement thereto (in each case, if so requested, including all exhibits thereto and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder) and of the prospectus included in such Shelf Registration Statement, in conformity in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder and to permit such Electing Holder to satisfy the prospectus delivery requirements of the Securities Act; and subject to Section 3(b) below, the Company hereby consents to the use of such prospectus and any amendment or supplement thereto by each such Electing Holder, in each case in the form most recently provided to such person by the Company, in connection with the qualification offering and sale of the underwriting arrangements Registrable Securities covered by the prospectus or any supplement or amendment thereto;
(xii) (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of all applicable jurisdictions in the United States, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(a) above and for so long as may be necessary to enable any such Electing Holder to complete its distribution of Securities pursuant to such Shelf Registration Statement and (C) take any and all other actions as may be reasonably necessary to enable each such Electing Holder to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that the Company shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(a)(xii), (2) consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction or (3) make any changes to its articles of incorporation or by-laws or other governing documents or any agreement between it and its stockholders;
(xiii) unless any Registrable Securities shall be in book-entry only form, reasonably cooperate with the NASD.Electing Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends;
(gxiv) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and make generally available to its securityholders, securityholders as soon as reasonably practicablepracticable but in any event not later than ninety (90) days after the close of the period covered thereby, if requested, an earnings earning statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Company and its subsidiaries complying with Section 11(a) of the Securities Act.Act (including, at the option of the Company, Rule 158 thereunder);
(jxv) The Company may require each such Shareholder to promptly furnish in writing to the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company information regarding shall (i) register the distribution resale of the Registrable Securities as on another appropriate form reasonably acceptable to the Company may from time Required Holders and (ii) undertake to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from register the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering on Form S-3 as soon as such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereofform is available, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event provided that the Company shall give maintain the effectiveness of the Shelf Registration Statement then in effect until such noticetime as a Shelf Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.
(xvi) if any holder is required under applicable securities laws to be described in the Shelf Registration Statement as an underwriter or a holder believes that it could reasonably be deemed to be an underwriter of Registrable Securities, at the reasonable request of such holder, the Company shall extend furnish to such holder, on such date as a holder may reasonably request (i) a letter, dated such date, from the period during which Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the holders, and (ii) an opinion, dated as of such registration statement date, of counsel representing the Company for purposes of such Shelf Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the holders; provided, however, that the holder shall be maintained effective (including the period referred pay all fees and expenses relating to in Section 5.04(a) hereof) any letter or opinion requested by the number of days during the period from and including the date of the giving of notice such holder pursuant to this Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof3(a)(xvi).
(lxvii) The Company will use its reasonable best efforts if any holder is required under applicable securities laws to list such Registrable Securities on any securities exchange on which be described in the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.Shelf Registr
Appears in 2 contracts
Sources: Registration Rights Agreement (Gsi Group Inc), Registration Rights Agreement (Gsi Group Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 2.1 and 2.2, the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible:
(i) prepare and (as soon thereafter as possible or in any event no later than 60 days after the end of the period within which requests for registration may be given to the Company) file with the Commission the requisite registration statement to effect such registration and thereafter use its best efforts to cause such registration statement to become effective, PROVIDED that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 2.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto;
(ii) prepare and file with the SEC a registration statement on any form selected by counsel for the Company Commission such amendments and which form shall be available for the sale of the Registrable Securities supplements to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior and the prospectus used in connection therewith as may be necessary to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by keep such registration statement copies of such registration statement as proposed effective and to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during the applicable period until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Seller or sellers thereof set forth in such registration statement statement; PROVIDED, HOWEVER, that, except as otherwise set forth in this Agreement, the Company shall not be required to amend or supplement to such Registration Statement or prospectus and after the expiration of 90 days from the effective date of such Registration Statement;
(iii) promptly notify furnish to each Shareholder holding seller of Registrable Securities covered by such registration statement such number of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry conformed copies of such stop order or to remove it if entered.registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request;
(div) The Company will use its reasonable best efforts to (i) register or qualify the all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable such seller to consummate the United States disposition in such jurisdictions of the securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any Shareholder holding jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified or to consent to general service of process in such jurisdiction;
(v) use its best efforts to cause all Registrable Securities reasonably (in light of covered by such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder the seller or sellers thereof to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.;
(gvi) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition seller of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.Securities:
Appears in 2 contracts
Sources: Registration Rights Agreement (Recoton Corp), Registration Rights Agreement (Recoton Corp)
Registration Procedures. Whenever Shareholders request any Holder has requested that any Registrable Securities Shares be registered pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject to the provisions of such Sections, will use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereof as quickly promptly as is practicable, and in connection with any such requestpursuant thereto the Company will as expeditiously as possible:
(a) The prepare and file with the SEC, pursuant to Section 2.1.1(b) with respect to any Demand Registration, a registration statement on any appropriate form under the Securities Act with respect to such Registrable Shares and use its commercially reasonable best efforts to cause such registration statement to become effective, provided that as far in advance as practicable before filing such registration statement or any amendment thereto, the Company will as expeditiously as possible furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), and any such Holder shall have the opportunity to object to any information contained therein and the Company will make corrections reasonably requested by such Holder with respect to such information prior to filing any such registration statement or amendment;
(b) except in the case of a Shelf Registration, prepare and file with the SEC a such amendments, post-effective amendments, and supplements to such registration statement on any form selected by counsel for and the Company and which form shall prospectus used in connection therewith as may be available for the sale of the Registrable Securities necessary to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause keep such filed registration statement to become and remain effective for a period of not less than 180 one hundred eighty (180) days (or such shorter lesser period as is necessary for the underwriters in which all an underwritten offering to sell unsold allotments) and comply with the provisions of the Registrable Securities Act with respect to the disposition of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities all securities covered by such registration statement copies during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of (x) 24 months after the effective date of such registration statement as proposed and (y) the date on which all the Registrable Shares subject thereto have been sold pursuant to be filed, and thereafter the Company will such registration statement;
(d) furnish to such Shareholder each seller of Registrable Shares and underwriter, if any, the underwriters of the securities being registered such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein)thereto, the prospectus included in such registration statement (including each preliminary prospectus) ), any documents incorporated by reference therein and such other documents as such Shareholder seller or underwriter underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such Shareholder. Each Shareholder shall have seller or the right sale of such securities by such underwriters (it being understood that, subject to request that Section 2.6 and the requirements of the Securities Act and applicable state securities laws, the Company modify consents to the use of the prospectus and any information contained amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Shares covered by the registration statement of which such registration statementprospectus, amendment and or supplement thereto pertaining to such Shareholder and the Company shall is a part);
(e) use its commercially reasonable best efforts to comply with register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the managing underwriter reasonably requests (or, in the event the registration statement does not relate to an underwritten offering, as the holders of a majority of such Registrable Shares may reasonably request, ); use its commercially reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable each seller to consummate the disposition of the Registrable Shares owned by such seller in such jurisdictions (provided, however, that the Company shall will not have be required to (i) qualify generally to do business in any obligation jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (ii) consent to general service of process in any such jurisdiction);
(f) promptly notify each seller and each underwriter and (if requested by any such Person) confirm such notice in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the initiation of any proceedings for that purpose, and (iii) of the happening of any event which makes any statement made in a registration statement or related prospectus untrue or which requires the making of any changes in such registration statement, prospectus or documents so modify that they will not contain any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplementand, as promptly as practicable thereafter, prepare and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply file with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus SEC and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of furnish a supplement or amendment to such prospectus so that, as thereafter delivered deliverable to the purchasers of such Registrable SecuritiesShares, such prospectus will not contain an any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(g) permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(h) make reasonably available members of management of the Company, as selected by the Holders of a majority of the Registrable Shares included in such registration, for assistance in the selling effort relating to the Registrable Shares covered by such registration, including, but not misleading limited to, the participation of such members of the Company’s management in road show presentations;
(i) otherwise use its commercially reasonable best efforts to comply with all applicable rules and promptly prepare regulations of the SEC, including the Securities Act and make available to each such Shareholder the Exchange Act and the rules and regulations promulgated thereunder and timely file complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and file with the SEC any such supplement or amendment.and make available an earnings statement which complies with Rule 158 under the Securities Act at the earliest reasonable date;
(fj) In connection with any Demand Registration if requested by the CSH Shareholdersmanaging underwriter or any seller, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or any seller reasonably requests to be included therein, including, without limitation, with respect to the Registrable Shares being sold by such seller, the Company purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(k) as promptly as practicable after filing with the SEC of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each seller;
(l) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall appoint not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) such sellers may request and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form keep available and substance reasonably satisfactory make available to the Company, ’s transfer agent prior to the Company will effectiveness of such registration statement a supply of such certificates;
(m) promptly make available for inspection by any Shareholder and seller, any underwriter participating in any disposition pursuant to a any registration statement being filed by the Company pursuant to this Section 5.04 statement, and any attorney, accountant or other professional agent or representative retained by any such Shareholder seller or underwriter (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "“Records") ”), as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any Inspectors such Inspector in connection with such registration statement.; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing, unless prior to furnishing any such information with respect to clause (ii) such Holder of Registrable Shares requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided, further, that each Holder of Registrable Shares agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(hn) The Company will furnish to each such Shareholder (if requested by such Shareholder) seller and to each such underwriter, if any, underwriter a signed counterpart, addressed to such underwriter and the participating Shareholders, counterpart of (i) an opinion or opinions of counsel to the Company Company, and (ii) a comfort letter or comfort letters from the Company's ’s independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders the sellers or the managing underwriter therefor reasonably requests.;
(o) cause the Registrable Shares included in any registration statement to be (i) The listed on each securities exchange, if any, on which similar securities issued by the Company will otherwise are then listed, or (ii) quoted on the National Association of Securities Dealers, Inc. Automated Quotation System or the NASDAQ National Market if similar securities issued by the Company are quoted thereon;
(p) provide a transfer agent and registrar for all Registrable Securities registered hereunder;
(q) cooperate with each seller and each underwriter participating in the disposition of such Registrable Shares and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (“NASD”);
(r) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(s) notify each seller of Registrable Shares promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(t) enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten registration; and
(u) advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable best efforts to comply with all applicable rules and regulations of prevent the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt issuance of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant stop order or to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities obtain its withdrawal at the time of receipt of earliest possible moment if such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall stop order should be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofissued.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Grubb & Ellis Co), Registration Rights Agreement (Grubb & Ellis Co)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant Subject to Section 5.01 or 5.02 hereofsection 2.1(a), if and ----------------------- whenever the Company will, subject to the provisions of such Sections, use its reasonable best efforts is required to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with sections 2.1 and 2.2, the intended method of disposition thereof Company shall, as quickly expeditiously as practicable, and in connection with any such requestreasonably possible:
(ai) The Company will as expeditiously as possible prepare and file with the SEC a Commission the requisite registration statement on any form selected to effect such registration (including such audited financial statements as may be required by counsel for the Company Securities Act or the rules and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, regulations promulgated thereunder) and use its reasonable best efforts to thereafter cause such filed registration statement to become and remain effective for a period of at least 120 days, provided, however that -------- ------- the Company may discontinue any registration of its securities which are not less than 180 days Registrable Securities (or such shorter period and, under the circumstances specified in section 2.2(a), its securities which all are Registrable Securities) at any time prior to the effective date of the Registrable Securities of registration statement relating thereto;
(ii) prepare and file with the Holders included in Commission such amendments and supplements to such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior and the prospectus used in connection therewith as may be necessary to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by keep such registration statement copies effective for a period of such registration statement as proposed at least 120 days and to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement during until the applicable period earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or supplement to such prospectus and other time as is required by the Securities Act;
(iii) promptly notify permit any holder of Registrable Securities which holder, in its reasonable judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(iv) furnish to each Shareholder holding seller of Registrable Securities covered by such registration statement and each Requesting Holder and each underwriter, if any, of any stop order issued or threatened the securities being sold by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry such seller such number of conformed copies of such stop order or registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed pursuant to remove it Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller and underwriter, if entered.any, may reasonably request;
(dv) The Company will use its reasonable best efforts to (i) register or qualify the all Registrable Securities and other securities covered by such registration statement under such other state securities laws or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light seller thereof and any underwriter of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved the securities being sold by such seller and any Requesting Holder shall reasonably request, to keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and take any other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that action which may be reasonably necessary or advisable to enable such Shareholder seller and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities securities owned by such Shareholder; provided seller, except that the Company will shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this paragraph subsection (d), (Bv) subject itself be obligated to taxation in any such jurisdiction be so qualified or (C) to consent to general service of process in any such jurisdiction.;
(evi) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) seller of Registrable Securities and to each such underwriter, if any, Requesting Holder a signed counterpart, addressed to such underwriter seller, such Requesting Holder and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, andunderwriters, if so directed by the Companyany, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.of:
Appears in 2 contracts
Sources: Registration Rights Agreement (McKesson Corp), Registration Rights Agreement (Amerisource Distribution Corp)
Registration Procedures. (a) Whenever Shareholders request the Holders have requested that any Registrable Securities be registered pursuant to Section 5.01 2 or 5.02 hereofSection 3, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible possible:
(i) prepare and file with the SEC Commission a registration statement on any the appropriate form selected by counsel for the Company and which form shall be available for the sale of the with respect to such Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereofSecurities, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days as soon as reasonably practicable after the filing thereof (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company willprovided, if requested, prior to that before filing a registration statement or prospectus or any amendment amendments or supplement supplements thereto, the Company will furnish copies of all such documents proposed to each Shareholder be filed to any Holder covered by such registration statement);
(ii) prepare and each underwriter, if any, file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earlier of the (1)such time as all of such Registrable Securities covered by such registration statement copies have been sold (but not before the expiration of the applicable prospectus delivery period) or (2) 180 days after the effective date of such registration statement, except with respect to any registration statement filed pursuant to Rule 415 under the Securities Act, in which case the Company shall use its best efforts to keep such registration statement effective until such time as proposed all of the Registrable Securities covered thereby cease to be filed, Registrable Securities; and thereafter comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(iii) notify each Holder of Registrable Securities covered by the registration statement ("Seller") promptly after the Company will shall receive notice thereof of the time when such registration statement has been filed;
(iv) furnish to such Shareholder and underwriter, if any, each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein)thereto, the prospectus included in such registration statement (including including, without limitation, each preliminary prospectus) and such other documents as such Shareholder or underwriter Seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request Seller (it being understood that the Company modify consents to the use of the prospectus and any information contained in such registration statement, amendment and or supplement thereto pertaining to such Shareholder by each Seller and the Company shall underwriter or underwriters, if any, in connection with the offering and sale of Registrable Securities covered by the prospectus or any amendment or supplement thereto);
(v) use its reasonable best efforts to comply with register or qualify such requestRegistrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as any Seller reasonably requests, providedto keep such registration or qualifications in effect for so long as such registration statement remains in effect, however, and do any and all other acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller (provided that the Company shall will not have be required to qualify generally to do business or subject itself to any obligation general service of process in any jurisdiction where it is otherwise not then so subject);
(vi) notify each Seller of such Registrable Securities, at any time when a prospectus relating thereto is required to so modify be delivered under the Securities Act, of the happening of any information if so doing would cause event (including those set forth in clauses (2) through (6) in paragraph (vii) below which requires the making of any change in the prospectus to included in such registration statement so that such document will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After , and, at the filing request of the registration statementany such Seller, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, promptly prepare and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement furnish to such prospectus seller and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement underwriter, if any, a reasonable number of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, that such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.misleading;
(fvii) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will also notify each Seller promptly, and (if requested by a Seller) confirm such notice in writing, (1) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post- effective amendment, when the same has become effective under the Securities Act and each applicable state law, (2) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (3) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (4) if at any time the representations or warranties of the Company or any subsidiary contained in any agreement (including any underwriting agreement) contemplated hereby cease to be true and correct in any material respect, (5) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (6) of the Company's reasonable determination that a post-effective amendment to a registration statement would be appropriate;
(viii) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange or exchanges, automated quotation system or over-the-counter market upon which securities of the Company of the same class are then listed;
(ix) enter into such customary agreements (including an including, without limitation, underwriting agreement agreements in customary form, substance and scope) and take all such other actions action as are the Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably required request in order to expedite or facilitate the disposition of such Registrable Securities, including ;
(x) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the engagement Commission and applicable state securities authorities;
(xi) in the event of the issuance of any stop order suspending the effectiveness of a "qualified independent underwriter" in connection with registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements any Registrable Securities included in form and substance reasonably satisfactory to the Companysuch registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;
(xii) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Sellers thereof to consummate the disposition of such Registrable Securities;
(xiii) in connection with an underwritten public offering of securities, use its reasonable best efforts to obtain a signed counterpart of a comfort letter from the Company's public accountants in customary form and covering such matters of the type customarily covered by comfort letters with respect to offerings of the type being made pursuant to the registration statement as the Sellers reasonably request and an opinion of counsel for the Company covering such matters with respect to such registration statement as are customarily covered in opinions of issuer's counsel and delivered to the underwriters in underwritten public offerings of securities;
(xiv) the Company shall make available for inspection by any Shareholder and the sellers of such Registrable Securities, any underwriter participating in any disposition distribution pursuant to a such registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder the Holder or underwriter (collectively, the in this paragraph collectively referred to as "Inspectorsinspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Personreasonable necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors such inspectors in connection with such registration statement.;
(hxv) The cause representatives of the Company will furnish to each such Shareholder (if participate in any "road show" or "road shows" reasonably requested by such Shareholderany underwriter of an underwritten or "best efforts" offering of any Registrable Securities; and
(xvi) provide and cause to be maintained a transfer agent and registrar (which, in each such underwritercase, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from may be the Company's independent public accountants, each in customary form and covering such matters of the type customarily ) for all Registrable Securities covered by opinions or comfort letters, as the case may be, as such registration agreement from and after a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after date not later than the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(kb) Each such Shareholder agrees thatWhenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to Section 2 or Section 3, each Holder of Registrable Securities (including Registrable Securities in any registration statement filed pursuant to this Agreement) will be deemed to have agreed as follows:
(i) upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof4(a)(vi), the Holders of Registrable Securities covered by such Shareholder registration statement will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering any such Registrable Securities until such Shareholder's receipt the Holders of the Registrable Securities receive copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof4(a)(vi), and, if so directed or until they are advised in writing by the CompanyCompany that the use of the applicable prospectus may be resumed, and they have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Shareholder will deliver prospectus (it being the agreement of the parties hereto, however, that the obligation of the Company with respect to maintaining the subject registration statement current and effective shall be extended by a period of days equal to the period the Holders of Registrable Securities are required by this Section 4(b)(i) to discontinue disposition of such Registrable Securities); and
(ii) furnish to the Company all copiessuch information regarding each Seller, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at held by such Seller and the time intended method of receipt of such notice. In the event that disposition thereof as the Company shall give such notice, reasonably request and as shall be reasonably required in connection with the preparation of the applicable registration statement and other actions taken by the Company shall extend the period during which such registration statement under this Agreement, and it shall be maintained effective (including a condition precedent to the period referred obligation of the Company to take any action pursuant to this Agreement in Section 5.04(a) hereof) respect of the Registrable Securities that such information has been furnished to the Company by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereofSellers.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Future Petroleum Corp/Ut/)
Registration Procedures. Whenever Shareholders request that If and whenever the Company is required to effect the registration of any Registrable Securities be registered under the Securities Act pursuant to Section 5.01 or 5.02 hereofthis Agreement, the Company will, subject to the provisions of such Sections, will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof. Without limiting the foregoing, and the Company in connection with any each such requestcase will:
(a) The Company will as expeditiously far in advance as possible prepare and file with the SEC reasonably practical before filing a registration statement on or any form selected by counsel for amendment thereto, will furnish to the Company and which form shall be available for the sale holders of the Registrable Securities included in such registration statement copies of reasonably complete drafts of all such documents proposed to be registered thereunder in accordance with the intended method of distribution thereoffiled (including exhibits), and any such holder shall have three (3) Business Days to object to any Holder Information contained therein and the Company will make the corrections reasonably requested by such Holder with respect to such information;
(b) subject to Section and paragraph (f) below, use its reasonable best efforts to cause prepare and file with the Commission such filed registration statement amendments and supplements to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior and any prospectus used in connection therewith as may be necessary to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of maintain the Registrable Securities covered by such registration statement copies effectiveness of such registration statement as proposed and to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period statement, in accordance with the intended methods of disposition by thereof, until such time (not to exceed 270 days after such registration statement shall have been declared effective) as all of such Registrable Securities have been disposed of in accordance with the sellers thereof set forth in intended methods of disposition thereof;
(c) promptly notify each holder of Registrable Securities included on a registration statement (and the underwriters, if any):
(i) when such registration statement or any prospectus used in connection therewith, or any amendment or supplement thereto, has been filed and, with respect to such prospectus and registration statement or any post-effective amendment thereto, when the same has become effective;
(ii) of the notification to the Company by the Commission of the issuance of any stop order suspending the effectiveness of such registration statement, or of any order preventing or suspending the use of any preliminary prospectus; and
(iii) promptly notify of the receipt by the Company of any notification with respect to the suspension of the qualification or the exemption from qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose.
(d) furnish to each Shareholder holding holder of Registrable Securities covered by such registration statement, not later than two (2) Business Days after filing with the Commission, such number of copies of the prospectus contained in such registration statement (including any summary prospectus and prospectus supplements) that has been declared effective and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to such holder’s Registrable Securities as such holder may reasonably request to facilitate the disposition of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.its Registrable Securities;
(de) The Company will use its reasonable best efforts to (i) register or qualify the all Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each holder thereof may reasonably request, to keep such registration or qualification in the United States effect for so long as such registration statement remains in effect, and to take any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that action which may be reasonably necessary or advisable to enable such Shareholder holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Shareholder; provided holder, except that the Company will shall not for any such purpose be required (i) to (A) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this paragraph (d)e) be obligated to be so qualified, (Bii) to subject itself to taxation in any such jurisdiction or (Ciii) to consent to general service of process in any jurisdiction unless the Company is already subject to service in such jurisdiction.jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(ef) The Company will immediately promptly notify each Shareholder holding such holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence happening of an event requiring any event, the preparation existence of any condition or any information becoming known as a supplement or amendment to result of which any prospectus included in such prospectus so thatregistration statement, as thereafter delivered to the purchasers of such Registrable Securitiesthen in effect, such prospectus will not contain includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading, and at the request of any such holder promptly prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, the Company shall not be required to furnish such supplement or amendment at any time that sales of Registrable Securities are suspended under the circumstances described in Section 1(g) for as long as such sales are suspended;
(g) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make available to each such Shareholder and file its securityholders, as soon as reasonably practicable, an earnings statement of the Company which complies with the SEC any such supplement or amendment.provisions of Rule 158 of the Securities Act;
(fh) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 Holder and any attorney, accountant or other professional agent retained by any such Shareholder or underwriter Holder (collectively, the "“Inspectors"”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "“Records"”) as shall be reasonably requested by any such Personnecessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors directors, employees and employees its counsel and its subsidiaries to supply all information reasonably requested by any Inspectors such Inspector in connection with such registration statement.
(h) The ; provided that nothing in this Agreement will require the waiver of any privilege or the disclosure of any information that would result in any such waiver. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential will furnish to each such Shareholder (if requested not be disclosed by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of Inspectors unless (i) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (ii) the information in such Records has been made generally available to the public; provided, however, that prior notice will be provided as promptly as practicable to the Company of the potential disclosure of any information by such Inspector pursuant to clause (i) of this sentence in order to permit the Company to obtain a protective order (or to waive the provisions of this paragraph). The Company may request the Inspectors enter into a standard confidentiality agreement to this effect prior to furnishing any confidential information. The seller of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(i) provide a transfer agent and a registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(j) provide a CUSIP number for all Registrable Securities not later than the effective date on which a registration pursuant to this Agreement is effected;
(k) in the case of an opinion or Underwritten Offering, enter into an underwriting agreement and take all such other actions in connection therewith in order to expedite and facilitate the disposition of such Registrable Securities, in each case as the underwriters determine is reasonable and customary in transactions of this kind, and in connection therewith: (1) make such representations and warranties to the underwriters in form, substance and scope as are customarily made by issuers to underwriters in secondary underwritten offerings; (2) obtain opinions of counsel to the Company (which counsel and opinions (iiin form, scope and substance) a comfort letter or comfort shall be reasonably satisfactory to the underwriters of such Registrable Securities and shall cover the matters customarily covered in opinions requested in secondary underwritten offerings); (3) obtain “cold comfort” letters from the Company's independent public accountantsaccountants of the Company addressed to the underwriters, each such letters to be in customary form and covering such matters of the type customarily covered in “cold comfort” letters in connection with secondary underwritten offerings; and (4) deliver such documents and certificates as may be reasonably requested by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.underwriters to evidence compliance with clause (1) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company in respect of the relevant offering; and
(l) ensure that (i) The Company will otherwise use its reasonable best efforts to comply any registration statement and any amendment thereto and any prospectus forming a part thereof and any supplement thereto complies in all material respects with all applicable the Securities Act and the rules and regulations of the SEC Commission thereunder, (ii) any registration statement and any amendment thereto, at the relevant time each becomes effective (in either case, other than with respect to Holder Information), does not contain an untrue statement of material fact or omit to state blue sky commissions, a material fact required to be stated therein or necessary to make the statements therein not misleading and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering (iii) any prospectus forming a period part of 12 months, beginning within three months after the effective date of the any registration statement, which earnings statement shall satisfy the provisions of Section 11(a) and any supplement to such prospectus (in either case, other than with respect to Holder Information), as of the Securities Act.
(j) date of each, does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company may require each holder of Registrable Securities as to which any registration is being effected to, and each such Shareholder holder, as a condition to promptly including Registrable Securities in such registration, shall, furnish in writing to the Company with such information and affidavits regarding such holder and the distribution of the Registrable Securities such securities as the Company may from time to time reasonably request and such other information as may be legally required in writing in connection with such registration.
(k) . Each such Shareholder holder of Registrable Securities agrees that, that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereofparagraph (f), such Shareholder holder will forthwith discontinue such holder’s disposition of Registrable Securities pursuant to the registration statement covering relating to such Registrable Securities until such Shareholder's holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(eparagraph 4(f) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company or destroy all copies, other than any permanent file copies copies, then in such Shareholder's possession, holder’s possession of the most recent prospectus covering relating to such Registrable Securities current at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 1 contract
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant If and whenever Parent is required to Section 5.01 or 5.02 hereof, the Company will, subject to the provisions of such Sections, use its reasonable best efforts to effect the registration and of any Parent Common Stock under the Securities Act as provided herein, Parent shall register or otherwise qualify the sale of such Registrable Securities Parent Common Stock under the 'blue sky' laws in accordance with the intended method of disposition thereof as quickly as practicableup to 8 states and Canadian provinces, and in connection with any such requestthe following procedures shall apply:
(a) 14.2.1 The Company will as expeditiously as possible prepare and file with Shareholders shall promptly furnish to Parent such information regarding the SEC a registration statement on any form selected by counsel for Shareholder, the Company and which form shall be available for the sale distribution of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) Parent Common Stock and such other documents matters as such Shareholder or underwriter Parent may reasonably request in order to facilitate the disposition writing.
14.2.2 Parent will bear all expenses of the Registrable Securities registration, except for any underwriting spread and brokerage commission and transfer taxes incurred in connection with sales of the Parent Common Stock owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingShareholders.
(c) After 14.2.3 Parent will furnish to the filing Shareholders at its expense such number of prospectuses conforming to the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions requirements of the Securities Act with respect and the rules and regulations thereunder and relating to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition Parent Common Stock subject thereto as may, from time to time, be requested by the sellers thereof set forth in such registration statement or supplement to such prospectus and Shareholders. Further, Parent shall (iiia) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statementShareholders, at any time when a prospectus relating thereto to the Parent Common Stock is required to be delivered under the Securities Act, of the occurrence happening of an any event requiring the preparation of which Parent, in its best judgment, believes would make a supplement to, or an amendment to of, such prospectus necessary or appropriate, and (b) at the request of the Shareholder's Representative, prepare and furnish thereto a reasonable number of copies of any supplement to, or any amendment of, such prospectus that may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiesshareholders, such prospectus will shall not contain an include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made.
14.2.4 The Shareholders who are sellers of Parent Common Stock to be distributed in any underwritten offering shall be parties to the underwriting agreement entered into by Parent in connection therewith, and promptly prepare the representations and make available warranties by, and the other agreements on the part of Parent, including any lock-up provisions, to each or for the benefit of the underwriter shall also be made to and for the benefit of such Selling Shareholders.
14.2.5 Each Selling Shareholder agrees (except to the extent that such Shareholder and file with is prohibited by applicable law from agreeing to withhold Parent Common Stock from sale), if requested in a timely notice from the SEC managing underwriters in an underwritten offering, not to effect any such supplement public sale or amendment.
distribution of Parent Common Stock, including a sale pursuant to Rule 144 under the Securities Act (f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions except as are reasonably required in order to expedite or facilitate the disposition part of such Registrable Securitiesunderwritten offering), including during the engagement 30 day period prior to and during the 90-day period beginning on the closing date of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition each underwritten offering made pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish 14.2.6 Parent shall not be required to each such Shareholder (if requested maintain in effect any registration statement as it relates to Parent Common Stock held by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to Shareholders beyond the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts period necessary to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
Act (jotherwise than pursuant to Rule 415 or any similar regulation permitting "shelf registration") The Company may require each such Shareholder with respect to promptly furnish in writing to the Company information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees thatParent Common Stock included therein. However, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Shareholder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Shareholder will deliver to the Company all copies, other than any permanent file copies then in such Shareholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e) hereof.
(l) The Company Parent will use its reasonable best efforts to list such Registrable Securities on any securities exchange on continue to file those documents which the will permit Selling Shareholder to qualify sales of Parent Common Stock is then listed or on NASDAQ if pursuant to Rule 144 under the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statementSecurities Act.
Appears in 1 contract
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration of any Registrable Common Stock under the Securities Act as provided in Sections 2.1, 2.2 and 2.3 hereof, the sale of such Registrable Securities in accordance with the intended method of disposition thereof Company shall as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and file with the SEC a Commission as soon as practicable the requisite registration statement on to effect such registration (and shall include all financial statements required by the Commission to be filed therewith) and thereafter use its best efforts to cause such registration statement to become effective; provided, however, that before filing such registration statement (including all exhibits) or any form selected by counsel for amendment or supplement thereto or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall furnish such documents to each Holder selling Registrable Common Stock covered by such registration statement and which form shall be available for each underwriter, if any, participating in the sale offering of the Registrable Common Stock and their respective counsel, which documents will be subject to the review and comments of each such Holder, each underwriter and their respective counsel; and provided further, that (i) as to registration pursuant to Section 2.1 or 2.2 hereof, the Company may discontinue any registration of its securities which are not Registrable Common Stock and (ii) as to registration pursuant to Section 2.3 hereof, the Company may discontinue any registration of its securities, in each case, at any time prior to the effective date of the registration statement relating thereto;
(b) notify each Holder selling Registrable Common Stock covered by such registration statement of the Commission's requests for amending or supplementing the registration statement and the prospectus, and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Common Stock covered by such registration statement for such period as shall be registered thereunder required for the disposition of all of such Registrable Common Stock in accordance with the intended method of distribution thereof; provided that, except with respect to the Shelf Registration and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in any other such registration statement shall have actually been sold thereunder).filed pursuant to Rule 415 under the Securities Act, such period need not exceed 120 days;
(bc) The Company willfurnish, if requestedwithout charge, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder and each underwriter, if any, of the Holder selling Registrable Securities Common Stock covered by such registration statement and each underwriter such number of conformed copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to of each such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinexhibits), such number of copies of the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents documents, as such Shareholder or underwriter Holders and such underwriters may reasonably request request;
(d) use its best efforts (i) to register or qualify all Registrable Common Stock and other securities covered by such registration statement under such securities or blue sky laws of such States of the United States of America where an exemption is not available and as any Holder or Holders selling Registrable Common Stock covered by such registration statement or any managing underwriter shall reasonably request, (ii) to keep such registration or qualification in order effect for so long as such registration statement remains in effect, and (iii) to facilitate take any other action which may be reasonably necessary or advisable to enable the Holders to consummate the disposition in such jurisdictions of the Registrable Securities owned securities to be sold by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, Holder or Holders; provided, however, that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified;
(e) use its best efforts to cause all Registrable Common Stock covered by such registration statement to be registered with or approved by such other Federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company, counsel to any underwriter, or counsel to any Holder or Holders selling Registrable Common Stock covered by such registration statement to consummate the disposition of such Registrable Common Stock;
(f) furnish to each Holder selling Registrable Common Stock covered by such registration statement and each underwriter, if any, participating in the offering of the securities covered by such registration statement, a signed counterpart of (i) an opinion of counsel for the Company, and (ii) a "comfort" letter signed by the independent public accountants who have any obligation certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to so modify any information if so doing would cause such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to contain events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated) and, in the case of the legal opinion, such other legal matters, and, in the case of the accountants' comfort letter, such other financial matters, as such Holder or Holders, or the underwriters, may reasonably request;
(g) immediately notify the Holders selling Registrable Common Stock covered by such registration statement and each managing underwriter, if any, participating in the offering of the securities covered by such registration statement (i) when such registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission for amendments or supplements to such registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Common Stock for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; and (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act or, in the case of the Shelf Registration, at any time during the Shelf Registration Period, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After , in the filing light of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplementcircumstances under which they were made, and as so supplemented to be filed pursuant to Rule 424 under in the Securities Actcase of this clause (v), (ii) comply with at the provisions request of the Securities Act with respect to the disposition of all any Holder or Holders selling Registrable Securities Common Stock covered by such registration statement during promptly prepare and furnish to such Holder or Holders and each underwriter, if any, participating in the applicable period in accordance with offering of the intended methods Registrable Common Stock, a reasonable number of disposition by the sellers thereof set forth in such registration statement or copies of a supplement to or an amendment of such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registrable Securities reasonably (in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with in the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification light of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.circumstances under which they were made;
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a the period of 12 months, at least twelve months beginning within three months with the first full calendar month after the effective date of the such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 promulgated thereunder, and promptly furnish to the Holders a copy of any amendment or supplement to such registration statement or prospectus;
(i) cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for the Common Stock from and after the date of such registration;
(j) use its commercially reasonable efforts to cause all Registrable Common Stock covered by such registration statement to be (i) listed for trading on the New York Stock Exchange, Inc. ("NYSE"), provided that, if the Company is unable to have the Registrable Common Stock listed for trading on the NYSE, the Company will use its best efforts to cause all Registrable Common Stock to be quoted on the National Market System ("National Market System") of the NASDAQ Stock Market ("NASDAQ") within the meaning of Rule 11Aa2-1 of the Commission if the quoting of such Registrable Common Stock is then permitted under NASDAQ rules; or (ii) if no similar securities of the Company are then so quoted, use its best efforts to (x) secure designation of all such Registrable Common Stock as a NASDAQ National Market System security or (y) failing that, cause all such Registrable Common Stock to be listed on another national securities exchange or (z) failing that, to secure NASDAQ authorization for such shares and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such shares with the National Association of Securities Dealers, Inc.;
(k) deliver promptly to counsel to the Holders selling Registrable Common Stock covered by such registration statement and each underwriter, if any, participating in the offering of the Registrable Common Stock, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to such registration statement;
(1) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Common Stock, no later than the effective date of the registration statement;
(n) make available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's businesses) in their marketing of Registrable Common Stock; and
(o) in the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Section 2.4(g)(v) hereof, use its best efforts to prepare a supplement or post-effective amendment to the registration statement or the related prospectus or any document incorporated therein by reference or file any other required documents so that, thereafter, such prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company may require each the Holders selling Registrable Common Stock covered by such Shareholder registration statement to promptly furnish in writing to the Company such information regarding the Holders and the distribution of the Registrable Securities Common Stock as the Company may from time to time reasonably request in writing. In the event of a registration effected pursuant to Section 2.1, 2.2(a) or 2.3(a) hereof, if a Holder fails to provide such information and the failure by such other Holder to furnish such information as would prevent or unreasonably delay the registration statement relating to such registration from being declared effective by the Commission, the Company may be legally required in connection with exclude such Holder's Registrable Common Stock from such registration.
, which right of the Company shall, in the case of a registration effected pursuant to Section 2.1 or 2.2(a) hereof, be subject to the consent of the Holders of not less than 50% of the shares of Registrable Common Stock to be included in such registration (k) Each other than such Shareholder agrees that, Holder's Registrable Common Stock). The Holders agree that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (g)(iii) or (v) of this Section 5.04(e) hereof2.4, such Shareholder each of the Holders will forthwith discontinue its disposition of Registrable Securities Common Stock pursuant to the registration statement covering relating to such Registrable Securities until such Shareholder's Common Stock until, in the case of paragraph (g)(v) of this Section 2.4, its receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 5.04(e) hereof, 2.4 and, if so directed by the Company, such Shareholder will deliver to the Company (at the Company's expense) all copies, other than any permanent file copies copies, then in such Shareholder's its possession, of the most recent prospectus covering relating to such Registrable Securities Common Stock current at the time of receipt of such notice. In If the event that disposition by the Company shall give such noticeHolders of their securities is discontinued pursuant to the foregoing sentence, the Company shall extend the period during which such of effectiveness of the registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to and including the date when the Company Holders shall make available to such Shareholder a prospectus have received copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 2.4; and, if the Company shall not so extend such period, the Holders' request pursuant to conform with which such registration statement was filed shall not be counted for purposes of the requirements of requests for registration to which the Holders are entitled pursuant to Section 5.04(e) 2.2 hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 1 contract
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject to is required by ----------------------- the provisions of such Sections, this Agreement to use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company shall, as expeditiously as possible:
2.3.1 prepare and file with the sale SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicablethereof, and in connection with any such request:
which form (ai) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form shall be selected by counsel for the Company and which form shall (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be registered thereunder filed therewith, and the Company shall use its best efforts to cause such registration statement to become effective (provided, however, that before filing a registration statement -------- or prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, the Company will furnish to counsel for the underwriters, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel, and the Company shall not file any registration statement or amendment thereto or any prospectus or supplement thereto to which the holders of a majority of the Registrable Securities covered by such registration statement or the underwriters, if any, shall reasonably object in writing);
2.3.2 prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period (which shall not be required to exceed 90 days) as any seller of Registrable Securities pursuant to such registration statement shall request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement in accordance with the intended method methods of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (disposition by the seller or such shorter period in which all of the Registrable Securities of the Holders included sellers thereof set forth in such registration statement shall have actually been sold thereunder).statement;
(b) The Company will2.3.3 furnish, if requestedwithout charge, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder seller of such Registrable Securities and each underwriter, if any, of the Registrable Securities securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference thereinexhibits), and the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents documents, as such Shareholder or seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that seller (the Company modify any information contained hereby consenting to the use in accordance with applicable law of each such registration statement, statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto pertaining to thereto) by each such Shareholder seller of Registrable Securities and the Company shall use its reasonable best efforts to comply underwriters, if any, in connection with such request, provided, however, that the Company shall not have any obligation to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing offering and sale of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.prospectus);
(d) The Company will 2.3.4 use its reasonable best efforts to (i) register or and qualify the Registrable Securities covered by such registration statement under such other securities or "blue sky sky" laws of such jurisdictions in the United States as any Shareholder holding such sellers of Registrable Securities or any managing underwriter, if any, shall reasonably (request in light of such Shareholder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company writing, and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder sellers or underwriter, if any, to consummate the disposition of the Registrable Securities owned by in such Shareholder; provided jurisdictions, except that in no event shall the Company will not be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where it would not otherwise not, but for the requirements of this Section, be required to qualify but for this paragraph (d)be so qualified, (B) to subject itself to taxation in any such jurisdiction or (C) to consent to general service of process in any such jurisdiction.;
(e) The Company will immediately 2.3.5 promptly notify each Shareholder holding such Holder selling Registrable Securities covered by such registration statement and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware that results in the registration statement, the prospectus related thereto or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time when the representations and warranties contemplated by ARTICLE III below cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement supplemented or amendment to such prospectus amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with in the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification light of the underwriting arrangements with the NASD.circumstances under which they were made not misleading;
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such underwriter, if any, a signed counterpart, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to 2.3.6 comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsSEC, and make generally available to its securityholderssecurity holders, as soon as reasonably practicablepracticable after the effective date of the registration statement (and in any event within 16 months thereafter), an earnings statement (which need not be audited) covering a the period of 12 months, at least twelve consecutive months beginning within three months with the first day of the Company's first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 thereunder;
2.3.7 enter into such customary agreements (jincluding, if applicable, an underwriting agreement) and take such other actions as the Holders of a majority of the Registrable Securities participating in such offering shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
2.3.8 use its best efforts to promptly obtain the withdrawal of any order suspending the effectiveness of the registration statement;
2.3.9 furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
2.3.10 cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the selling holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and
2.3.11 take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities. The Company may require each such Shareholder to promptly furnish in writing as a condition precedent to the Company's obligations under this Section 2.3 that each seller of Registrable Securities as to which any registration is being effected furnish the Company such information regarding such seller and the distribution of the Registrable Securities such securities as the Company may from time to time reasonably request and provided that such other information as may shall be legally required used only in connection with such registration.
(k) . Each such Shareholder Holder of Registrable Securities agrees that, that upon receipt of any notice from the Company of the happening of any event of the kind described in clauses (iii), (iv) or (v) of Section 5.04(e) hereof2.3.5, such Shareholder Holder will forthwith discontinue such Holder's disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such ShareholderHolder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, 2.3.5 and, if so directed by the Company, such Shareholder will deliver to the Company (at the Company's expense) all copies, other than any permanent file copies copies, then in such ShareholderHolder's possession, possession of the most recent prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. In the event that the Company shall give any such notice, the Company shall extend the applicable period during which such registration statement mentioned in Section 2.3.2 shall be maintained effective (including the period referred to in Section 5.04(a) hereof) extended by the number of days during the such period from and including the date of the giving of such notice pursuant to Section 5.04(e) hereof to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the Company shall make available to such Shareholder a prospectus copies of the supplemented or amended prospectus contemplated by Section 2.3.5. If any such registration statement or comparable statement under "blue sky" laws refers to conform with any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of Section 5.04(ethe Company, or (ii) hereofin the event that such reference to such Holder by name or otherwise is not in the judgment of the Company, as advised by counsel, required by the Securities Act or any similar federal statute or any state "blue sky" or securities law then in force, the deletion of the reference to such Holder.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Intek Information Inc)
Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, If and whenever the Company will, subject is required to the provisions of such Sections, use its reasonable best efforts to effect the registration and the sale of such any Registrable Securities under the Securities Act as provided in accordance with Sections 2.1 and 2.2 hereof, the intended method of disposition thereof Company shall as quickly expeditiously as practicable, and in connection with any such requestpossible:
(a) The Company will as expeditiously as possible prepare and file with the SEC a Commission as soon as practicable the requisite registration statement on any form selected to effect such registration (and shall include all financial statements required by counsel for the Company and which form shall be available for the sale of the Registrable Securities Commission to be registered thereunder in accordance with the intended method of distribution thereof, filed therewith) and thereafter use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days (or such shorter period in which all of the Registrable Securities of the Holders included in effective; provided, however, that before filing such registration statement shall have actually been sold thereunder).
(bincluding all exhibits) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement theretothereto or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall furnish such documents to each Shareholder the Registering Forstmann Little Partnerships and each underwriter, if any, participating in the offering of the Registrable Securities covered by such registration statement copies and their respective counsel, which documents will be subject to the review and comments of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Shareholder and underwriter, if any, such number of copies of such registration statementRegistering Forstmann Little Partnerships, each amendment underwriter and supplement thereto (in each case including all exhibits thereto their respective counsel; and documents incorporated by reference therein)provided, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, providedfurther, however, that the Company shall may discontinue any registration of its securities which are not have Registrable Securities at any obligation time prior to so modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(c) After the filing effective date of the registration statement, statement relating thereto;
(b) notify the Company will (i) cause Registering Forstmann Little Partnerships of the related prospectus to be supplemented by any required prospectus supplementCommission's requests for amending or supplementing the registration statement and the prospectus, and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as so supplemented may be necessary to be filed pursuant keep such registration statement effective and to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during for such period as shall be required for the applicable period disposition of all of such Registrable Securities in accordance with the intended methods method of disposition by distribution thereof; provided, that except with respect to any such registration statement filed pursuant to Rule 415 under the sellers thereof set forth Securities Act, such period need not exceed 120 days;
(c) furnish, without charge, to the Registering Forstmann Little Partnerships and each underwriter such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement or supplement to such (including each preliminary prospectus and (iiiany summary prospectus) promptly notify each Shareholder holding Registrable and any other prospectus filed under Rule 424 under the Securities covered by Act, in conformity with the requirements of the Securities Act, and such registration statement of any stop order issued or threatened by other documents, as the SEC or any state securities commission under state blue sky laws Registering Forstmann Little Partnerships and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.underwriters may reasonably request;
(d) The Company will use its reasonable best efforts to (i) to register or qualify the all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in States of the United States of America where an exemption is not available and as the Registering Forstmann Little Partnerships or any Shareholder holding such Registrable Securities managing underwriter shall reasonably (in light of such Shareholder's intended plan of distribution) requests and request, (ii) cause to keep such Registrable Securities registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to be registered with or approved by such take any other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that action which may be reasonably necessary or advisable to enable such Shareholder the Registering Forstmann Little Partnerships to consummate the disposition in such jurisdictions of the Registrable Securities owned securities to be sold by such Shareholder; provided the Registering Forstmann Little Partnerships, except that the Company will shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this paragraph subsection (d), (B) subject itself be obligated to taxation in any such jurisdiction be so qualified or (C) to consent to general service of process in any such jurisdiction.;
(e) The Company will immediately notify each Shareholder holding such use its best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the Registering Forstmann Little Partnerships to consummate the disposition of such Registrable Securities;
(f) furnish to the Registering Forstmann Little Partnerships and each underwriter, if any, participating in the offering of the securities covered by such registration statement, a signed counterpart of (i) an opinion of counsel for the Company, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated) and, in the case of the legal opinion, such other legal matters, and, in the case of the accountants' comfort letter, such other financial matters, as the Registering Forstmann Little Partnerships, or the underwriters, may reasonably request;
(g) promptly notify the Registering Forstmann Little Partnerships and each managing underwriter, if any, participating in the offering of the securities covered by such registration statement (i) when such registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission for amendments or supplements to such registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so upon discovery that, or upon the happening of any event as thereafter delivered to a result of which, the purchasers of prospectus included in such Registrable Securitiesregistration statement, such prospectus will not contain as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, in the light of the circumstances under which they were made, and in the case of this clause (v), at the request of the Registering Forstmann Little Partnerships promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) In connection with any Demand Registration requested by the CSH Shareholders, the Company shall appoint the underwriter or underwriters chosen by CSH. The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory furnish to the Company, the Company will make available for inspection by any Shareholder Registering Forstmann Little Partnerships and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably requested by any such Person, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder (if requested by such Shareholder) and to each such managing underwriter, if any, participating in the offering of the Registrable Securities, a signed counterpartreasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, addressed to such underwriter and the participating Shareholders, of (i) an opinion or opinions of counsel as thereafter delivered to the Company purchasers of such 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 in the light of the circumstances under which they were made; and (iivi) a comfort letter or comfort letters from at any time when the Company's independent public accountants, each in customary form representations and covering such matters warranties of the type customarily covered Company contemplated by opinions Section 2.4(a) or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.(b) hereof cease to be true and correct;
(ih) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissionsCommission, and make available to its securityholderssecurity holders, as soon as reasonably practicable, an earnings statement covering a the period of 12 months, at least twelve months beginning within three months with the first full calendar month after the effective date of the such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.Act and Rule 158 promulgated thereunder, and promptly furnish to the Registering Forstmann Little Partnerships a copy of any amendment or supplement to such registration statement or prospectus;
(ji) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration;
(i) use its best efforts to cause all Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if no similar securities are then so listed, use its best efforts to (x) cause all such Registrable Securities to be listed on a national securities exchange or (y) failing that, secure designation of all such Registrable Securities as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Commission or (z) failing that, to secure NASDAQ authorization for such shares and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such shares with the National Association of Securities Dealers, Inc.;
(k) deliver promptly to counsel to the Registering Forstmann Little Partnerships and each underwriter, if any, participating in the offering of the Registrable Securities, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to such registration statement;
(l) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Securities, no later than the effective date of the registration statement; and
(n) make available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's business) in their marketing of Registrable Securities. The Company may require each such Shareholder the Registering Forstmann Little Partnerships to promptly furnish in writing to the Company such information regarding the Registering Forstmann Little Partnerships and the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(k) Each such Shareholder agrees that, writing. The Forstmann Little Partnerships agree that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (g)(iii) or (v) of this Section 5.04(e) hereof2.3, such Shareholder will forthwith each of the Registering Forstmann Little Partnerships will, to the extent appropriate, discontinue its disposition of Registrable Securities pursuant to the registration statement covering relating to such Registrable Securities until such Shareholder's until, in the case of paragraph (g)(v) of this Section 2.3, its receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 5.04(e) hereof, 2.3 and, if so directed by the Company, such Shareholder will deliver to the Company (at the Company's expense) all copies, other than any permanent file copies copies, then in such Shareholder's its possession, of the most recent prospectus covering relating to such Registrable Securities current at the time of receipt of such notice. In If the event that disposition by the Company shall give such noticeRegistering Forstmann Little Partnerships of their securities is discontinued pursuant to the foregoing sentence, the Company shall extend the period during which such of effectiveness of the registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to and including the date when the Company Registering Forstmann Little Partnerships shall make available to such Shareholder a prospectus have received copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 2.3; and, if the Company shall not so extend such period, the Registering Forstmann Little Partnerships' request pursuant to conform with which such registration statement was filed shall not be counted for purposes of the requirements of requests for registration to which the Forstmann Little Partnerships are entitled pursuant to Section 5.04(e) 2.1 hereof.
(l) The Company will use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not later than the effective date of such registration statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Forstmann Little & Co Sub Debt & Equ MGMT Buyout Part Vi Lp)