Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its 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 expeditiously as possible: (a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of 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 to keep such registration statement effective for a period of not less than 90 days 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 set forth in such registration statement; (c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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; (d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction); (e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare 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 fact necessary to make the statements therein not misleading; (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the 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) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and (i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registration.
Appears in 7 contracts
Sources: Registration Agreement (Healthgate Data Corp), Registration Agreement (Healthgate Data Corp), Registration Agreement (Healthgate Data Corp)
Registration Procedures. Whenever the holders Holder of Registrable Securities have has requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its best efforts to effect the registration and of the sale resale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will shall as expeditiously soon as possiblepracticable:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to the resale of such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission 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 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller Holder reasonably requests 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 the sellers in such seller jurisdictions (provided, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the 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) enter into such customary underwriting agreements (including an underwriting agreement in customary formcontaining terms acceptable to the Company) and take all such other actions as the holders Holder of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order requests (although the Company has no obligation to expedite or facilitate secure any underwriting arrangements on behalf of the disposition of such Registrable SecuritiesHolder); and
(i) make available for inspection during normal business hours by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registration.
Appears in 7 contracts
Sources: Registration Rights Agreement (VDC Communications Inc), Registration Rights Agreement (VDC Communications Inc), Registration Rights Agreement (VDC Communications Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, If and whenever the Company will use its best efforts is required by the provisions hereof to effect the registration and the sale of such any Registrable Securities in accordance with under the intended method of disposition thereofSecurities Act, and pursuant thereto the Company will will, as expeditiously as reasonably possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement Registration Statement with respect to such Registrable Securities, respond as promptly as reasonably possible to any comments received from the Commission, and use its best efforts to cause such registration statement Registration Statement to become effective (provided that and remain effective, and promptly provide to the Holders copies of all filings and Commission letters of comment relating thereto and before filing a registration statement Registration Statement or prospectus Prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement Holders copies of all such documents proposed to be filed, which including documents incorporated by reference in the Prospectus and, if requested by the Holders, the exhibits incorporated by reference, and the Holders shall have the opportunity to object to any information pertaining to itself that is contained therein and the Company will be subject make the corrections reasonably requested by the Holders with respect to the review of such counsel)information prior to filing any Registration Statement or amendment thereto or any Prospectus or any supplement thereto;
(b) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during Registration Statement and to keep such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement effective;
(c) furnish to each seller of such Registrable Securities the Holders such number of copies of such registration statement, each amendment the Registration Statement and supplement thereto, the prospectus Prospectus included in such registration statement therein (including each preliminary prospectusProspectus and any amendments and supplements to the Registration Statement and the Prospectus) and such other documents as such seller the Holders reasonably may reasonably request in order to facilitate the public sale or disposition of the Registrable Securities owned covered by such sellerRegistration Statement;
(d) use its best efforts to register or qualify such the Holder’s Registrable Securities covered by such Registration Statement under such other the securities or “blue sky sky” laws of such jurisdictions within the United States as any seller the Holders may reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller the Holders to consummate the disposition in such jurisdictions jurisdiction of the Registrable Securities owned by such seller (Securities, provided, however, that the Company will shall not for any such purpose be required to (i) 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) list the Registrable Securities covered by such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed;
(f) immediately notify each seller of such Registrable Securities, the Holders at any time when a prospectus 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 Prospectus contained in such registration statement contains Registration Statement, as then in effect, includes an untrue statement of a material fact or omits any to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any such sellerthe Holders, the Company will shall prepare a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will 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 statement therein not misleading;
(fg) cause all such to the extent pertinent to the registration and sale of the Registrable Securities to be listed on each securities exchange on which similar securities issued under the Registration Statement, make available for inspection by the Company are then listedHolders and any attorney, accountant or other agent retained by the Holders, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and, to the extent pertinent to the registration and sale of the Registrable Securities under the Registration Statement, cause the Company’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of the Holders;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(hi) enter into if requested, cause to be delivered, immediately prior to the effectiveness of the Registration Statement, letters from the Company’s independent certified public accountants addressed to the Holders (unless the Holders does not provide to such customary agreements (including an underwriting agreement accountants the appropriate representation letter required by rules governing the accounting profession) stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable rules and regulations adopted by the Commission thereunder, and otherwise in customary form) form and take all covering such other actions financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with primary or secondary underwritten public offerings, as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securitiescase may be; and
(ij) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition at all times after the Company has filed a Registration Statement with the Commission pursuant to this Agreement, and any attorney, accountant the requirements of either the Securities Act 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 and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback RegistrationExchange Act, the holders of Registrable Securities will expeditiously supply the Company with shall file all information and copies of all documents reasonably necessary reports required to effect such registration in compliance with be filed by it under the Securities Act and the Exchange Act and the rules and regulations thereunder adopted by the Commission thereunder, and shall otherwise cooperate with take such further action as the Company and its counsel Holders may reasonably request, all to the extent required to enable the Holders to be eligible to sell Registrable Securities pursuant to Rule 144 (or any similar rule then in expediting the effectiveness of any such registrationeffect).
Appears in 7 contracts
Sources: Registration Rights Agreement (Net TALK.COM, Inc.), Registration Rights Agreement (Net TALK.COM, Inc.), Registration Rights Agreement (MDwerks, Inc.)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable registrable Securities, such prospectus will shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa21of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection ;
(j) otherwise use its best efforts to comply with any Demand Registration or Piggyback Registrationthe Securities Act, the holders Securities Exchange Act, all applicable rules and regulations of Registrable the Securities will expeditiously supply and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the Company period of at least twelve months beginning with all information and copies the first day of all documents reasonably necessary to effect such the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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;
(l) in expediting 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 common stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(n) obtain a cold comfort letter 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 of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement).
Appears in 5 contracts
Sources: Registration Agreement (Harris Interactive Inc), Registration Agreement (Harris Interactive Inc), Registration Agreement (Harris Interactive Inc)
Registration Procedures. Whenever If and whenever the holders of Registrable Securities have requested that any Registrable Securities be registered Company is required pursuant to this Agreement, the Company will Article VII to use its best efforts to effect the registration and of the sale of such Registrable Securities in accordance with under the intended method of disposition thereofSecurities Act, and pursuant thereto the Company will will, as expeditiously as possible:
(a) prepare and file with the SEC a Registration Statement which includes the Registrable Securities and Exchange Commission a registration statement with respect to such Registrable Securities, and use its best efforts to cause such Registration Statement to become and remain effective until the distribution described in the registration statement to become effective (provided that before filing a registration statement has been completed or prospectus or any amendments or supplements thereto, until the Company will furnish to the counsel selected by the holders of a majority of the participating Holders can sell all such Registrable Securities covered by such registration statement copies of all such documents proposed pursuant to be filed, which documents will be subject to the review of such counsel)Rule 144;
(b) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period of not less than 90 days and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities covered by such registration statement during such period Registration Statement whenever a Holder shall desire to sell or otherwise dispose of the same, but only to the extent provided in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementthis Article VII;
(c) furnish to each seller participating Holder (and to each underwriter, if any, of such Registrable Securities Securities) such number of copies of such registration statementa Prospectus, each amendment and supplement theretoincluding a preliminary Prospectus, in conformity with the prospectus included in such registration statement (including each preliminary prospectus) requirements of the Securities Act, and such other documents documents, as such seller Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerSecurities;
(d) use its best efforts to register or qualify such the Registrable Securities covered by such registration statement under such other state securities or blue sky laws of such jurisdictions jurisdiction as any seller each participating Holder shall reasonably requests request and do any and all other acts and things which may be reasonably necessary under such securities or advisable blue sky laws to enable such seller Holder to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller (providedSecurities, except that the Company will shall not for any purpose be required to (i) consent generally to service of process or qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would is not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction)so qualified;
(e) notify each seller before filing the Registration Statement or Prospectus or amendments or supplements thereto, furnish to counsel selected by the participating Holders copies of such Registrable Securitiesdocuments proposed to be filed which shall be subject to the reasonable approval of such counsel;
(f) enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offer;
(g) notify the participating Holders at any time when a prospectus Prospectus relating thereto to any Registrable Securities covered by such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus Prospectus included in such registration statement contains Registration Statement, as then in effect, includes an untrue statement of a material fact or omits any to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, at misleading in light of the request of any circumstances then existing and promptly file such seller, the Company will prepare a supplement or amendment to such prospectus amendments and supplements as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesHolders, such prospectus will Prospectus 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 misleadingmisleading in light of the circumstances then existing and use its best efforts to cause each such amendment and supplement to become effective;
(fh) furnish at the request of the participating Holders on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Article VII an opinion, dated such date, of the counsel representing the Company, for purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offer addressed to the underwriters, if any, and to such Holders, and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offer, addressed to the underwriters and to such Holders; and
(i) use its best efforts to cause all such Registrable Securities to be listed on each the securities exchange on which similar securities issued by the 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) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwritersNasdaq National Market, if any, on which the Company's Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding the distribution of such securities and such other information as may otherwise be required to be included in such Registration Statement, as the Company may from time to time reasonably request in order to expedite or facilitate writing. Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (g) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities; and
(i) make available for inspection Securities covered by any seller such Registration Statement or Prospectus until such Holder's receipt of such Registrable Securitiesthe copies of the supplemented or amended Prospectus, any underwriter participating or until it is advised in any disposition pursuant to this Agreementwriting by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any attorneyadditional or supplemental filings which are incorporated by reference in such Prospectus, accountant or other agent retained and, if so directed by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause such Holder will deliver to the Company (at the Company's officersexpense) all copies, directors and employees to supply all information reasonably requested by any other than permanent file copies then in such sellerHolder's possession, underwriter, attorney, accountant or agent in connection with of the Prospectus covering such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply current at the Company with all information and copies time of all documents reasonably necessary to effect receipt of such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registrationnotice.
Appears in 5 contracts
Sources: Warrant Agreement (Alliance Pharmaceutical Corp), Stock and Warrant Purchase Agreement (Alliance Pharmaceutical Corp), Warrant Agreement (Alliance Pharmaceutical Corp)
Registration Procedures. Whenever If and whenever the holders Company is required to effect the registration of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will 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 thereofthereof as promptly as is practicable and, and pursuant thereto thereto, the Company will shall as expeditiously as possiblepossible and as applicable:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement Registration Statement with respect to such Registrable Securities, make all required filings required in connection therewith and (if the Registration Statement is not automatically effective upon filing) use its reasonable best efforts to cause such registration statement Registration Statement to become effective (as promptly as practicable; provided that before filing a registration statement or prospectus Registration Statement or any amendments or supplements thereto, the Company will shall furnish to counsel to the counsel selected by the holders of a majority of the Registrable Securities covered by Holders for such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to review by counsel to the review of Holders at the Company’s expense, and give the Holders participating in such counsel)registration an opportunity to comment on such documents and keep such Holders reasonably informed as to the registration process;
(b) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement any Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period until all of not less than 90 days the Registrable Securities covered by such Registration Statement have been disposed of and comply with the provisions applicable requirements of the Securities Act with respect to the disposition of all securities the Registrable 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 statementRegistration Statement;
(c) furnish to each seller of such Registrable Securities Holder participating in the registration, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto (in each case including all exhibits thereto and all documents incorporated by reference therein) and such other documents as such seller Holder may reasonably request request, including in order to facilitate the disposition of the Registrable Securities owned by such sellerHolder;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions U.S. jurisdiction(s) as any seller Holder participating in the registration or any managing underwriter reasonably requests and do any and all other acts and things which that may be reasonably necessary or reasonably advisable to enable such seller Holder and each underwriter, if any, to consummate the disposition of such Holder’s Registrable Securities in such jurisdictions of the Registrable Securities owned by such seller (jurisdiction(s); provided, that the Company will shall not be required to (i) qualify generally to do business business, subject itself to taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for its obligations pursuant to this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 8(d);
(e) notify use its reasonable best efforts to cause all Registrable Securities covered by any Registration Statement to be registered with or approved by such other Governmental Entities or self-regulatory bodies as may be necessary or reasonably advisable in light of the business and operations of the Company to enable each seller Holder participating in the registration to consummate the disposition of such Registrable SecuritiesSecurities in accordance with the intended method or methods of disposition thereof;
(f) promptly notify each Holder participating in the registration and the managing underwriters of any underwritten offering:
(i) each time when the Registration Statement, any pre-effective amendment thereto, the Prospectus or any Prospectus supplement or any 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;
(ii) of any oral or written comments by the SEC or of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding such Holder;
(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 such purpose; and
(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 applicable securities or blue sky laws of any jurisdiction;
(g) notify each Holder participating in such registration, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening occurrence of any event as a result of which that would cause the prospectus Prospectus included in such registration statement contains Registration Statement to contain an untrue statement of a material fact or omits to omit any fact necessary to make the statements made therein not misleadingmisleading in light of the circumstances under which they were made, and, at as promptly as practicable, prepare, file with the request SEC and furnish to such Holder a reasonable number of any such seller, the Company will prepare copies 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 any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(fh) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, any order suspending or preventing the use of any related Prospectus or any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, use its reasonable best efforts to promptly obtain the withdrawal or lifting of any such order or suspension;
(i) not file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement to the Prospectus used in connection therewith, that refers to any Holder covered thereby by name or otherwise identifies such Holder as the holder of any securities of the Company without the consent of such Holder (such consent not to be unreasonably withheld or delayed), unless and to the extent such disclosure is required by law; provided, that (i) each Holder shall furnish to the Company in writing such information regarding itself and the distribution proposed by it as the Company may reasonably request for use in connection with a Registration Statement or Prospectus and (ii) each Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in such Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit 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 made therein not misleading in light of the circumstances under which they were made and to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that such Prospectus shall not contain any untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made;
(j) cause all such Registrable Securities to be listed on each securities exchange on which similar the Common Shares are then listed or, if the Common are not then listed on any securities issued exchange, use its reasonable best efforts to cause such Registrable Securities to be listed on a national securities exchange selected by the Company are then listedafter consultation with the Holders participating in such registration;
(gk) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(h) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(il) make available for inspection by any seller of such Registrable SecuritiesHolder participating in the registration, any underwriter participating in any disposition underwritten offering pursuant to this Agreement, such Registration Statement and any attorney, accountant or other agent retained by any such seller Holder or underwriter, all corporate documents, financial and other recordsrecords relating to the Company and its business reasonably requested by such Holder or underwriter, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such sellerHolder, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders offering and make senior management of Registrable Securities will expeditiously supply the Company and the Company’s independent accountants available for customary due diligence and drafting sessions; provided, that any Person gaining access to information or personnel of the Company pursuant to this Section 8(l) shall (i) reasonably cooperate with the Company to limit any resulting disruption to the Company’s business and (ii) 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 such information (A) is or becomes known to the public without a breach of this Agreement, (B) is or becomes available to such Person on a non-confidential basis from a source other than the Company, (C) is independently developed by such Person, (D) is requested or required by a deposition, interrogatory, request for information or documents by a Governmental Entity, subpoena or similar process or (E) is otherwise required to be disclosed by law;
(m) use its reasonable best efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its shareholders, as soon as reasonably necessary to effect such registration practicable, an earnings statement (in compliance with a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the rules Securities Act or any successor rule thereto) covering the period of at least 12 months beginning with the first day of the Company’s first full fiscal quarter after the effective date of the applicable Registration Statement, which requirement shall be deemed satisfied if the Company complies with Rule 158 under the Securities Act or any successor rule thereto;
(n) in the case of an underwritten offering of Registrable Securities, promptly incorporate in a supplement to the Prospectus or a post-effective amendment to the Registration Statement such information as is reasonably requested by the managing underwriter(s) or any Holder participating in such underwritten offering to be included therein, the purchase price for the securities to be paid by the underwriters and regulations thereunder any other applicable terms of such underwritten offering, and shall promptly make all required filings of such supplement or post-effective amendment;
(o) in the case of an underwritten offering of Registrable Securities, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as any Holder participating in such offering or the managing underwriter(s) of such offering reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities;
(p) furnish to each underwriter, if any, participating in an offering of Registrable Securities (i) (A) all legal opinions of outside counsel to the Company required to be included in the Registration Statement and (B) a written legal opinion of outside counsel to the Company, dated the closing date of the offering, in form and substance as is customarily given in opinions of outside counsel to the Company to underwriters in underwritten registered offerings; and (ii) (A) obtain all consents of independent public accountants required to be included in the Registration Statement and (B) on the date of the applicable Prospectus, on the effective date of any post-effective amendment to the Registration Statement and at the closing of the offering, dated the respective dates of delivery thereof, a “comfort letter” signed by the Company’s independent public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten registered offerings;
(q) in the case of an underwritten offering of Registrable Securities, make senior management of the Company available, to the extent requested by the managing underwriter(s), to assist in the marketing of the Registrable Securities to be sold in such underwritten offering, including the participation of such members of senior management of the Company in “road show” presentations and other customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities to be sold in such underwritten offering, and otherwise facilitate, cooperate with, and participate in such underwritten offering and customary selling efforts related thereto, in each case to the same extent as if the Company were engaged in a primary underwritten registered offering of its Common Shares;
(r) cooperate with the Company Holders of the Registrable Securities to facilitate the timely preparation and its counsel in expediting delivery of certificates representing the effectiveness Registrable Securities to be sold pursuant to such Registration Statement free of any restrictive legends and representing such number of Common Shares and registered in such names as the Holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement; provided, that the Company may satisfy its obligations hereunder without issuing physical share certificates through the use of The Depository Trust Company’s Direct Registration System;
(s) not later than the effective date of such Registration Statement, provide a CUSIP number for all Registrable Securities covered thereby and provide the applicable transfer agent with printed certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company; provided, that the Company may satisfy its obligations hereunder without issuing physical share certificates through the use of The Depository Trust Company’s Direct Registration System; and
(t) otherwise use its reasonable best efforts to take or cause to be taken all other actions necessary or reasonably advisable to effect the registration, marketing and sale of such Registrable Securities contemplated by this Agreement.
Appears in 5 contracts
Sources: Registration Rights Agreement (Yoda PLC), Registration Rights Agreement (Capital Maritime & Trading Corp.), Registration Rights Agreement (Capital Clean Energy Carriers Corp.)
Registration Procedures. Whenever the holders Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition distribution thereof, and pursuant thereto the Company will as expeditiously as possible:
(a) prepare Prepare and file with the Securities and Exchange Commission a registration statement on any form for which the Company qualifies with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement Holders copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and (ii) notify each holder of Registrable Securities covered by such registration of any stop order issued or threatened by the Commission);
(b) prepare 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 to keep such registration statement effective for a period equal to the shorter of not less than 90 days (i) six (6) months and (ii) the time by which all securities covered by such registration statement have been sold, 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 set forth in such registration statement;
(c) furnish Furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions jurisdiction as any seller reasonably requests 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, 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 subparagraphSection 5.01(d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare 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 fact necessary to make the statements therein not misleading; provided that the Company shall not be required to amend the registration statement or supplement the prospectus for a period of up to six (6) months, if the board of directors of the Company (the “Board”) determines in good faith that to do so would reasonably be expected to have a material adverse effect on any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction or would require the disclosure of any information that the Board determines in good faith the disclosure of which would be detrimental to the Company, it being understood that the period for which the Company is obligated to keep the registration statement effective shall be extended for a number of days equal to the number of days the Company delays amendments or supplements pursuant to this provision; provided further, that the Board may exercise the foregoing right to delay amendments or supplements only once in any twelve (12) month period. Upon receipt of any notice pursuant to this Section 5.01(e) Holders shall suspend all offers and sales of securities of the Company and all use of any prospectus until advised by the Company that offers and sales may resume, and shall keep confidential the fact and content of any notice given by the Company pursuant to this Section 5.01(e);
(f) cause Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;
(g) provide Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter Enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including without limitation, effecting a stock split or a combination of shares);
(i) make Make available for inspection by any seller a representative of such the Holders of Registrable SecuritiesSecurities included in the registration statement, any underwriter participating in any disposition pursuant to this Agreement, such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) Otherwise use its reasonable efforts to comply with all information applicable rules and copies regulations of all documents the Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earning statement covering the period of at least twelve (12) months beginning after the effective date of the registration in compliance with statement, which earning statement shall satisfy the provisions of section 11(a) of the Securities Act and Rule 158 thereunder;
(k) In the rules and regulations thereunder and shall otherwise cooperate with event of the Company and its counsel in expediting 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 Common Stock included in such registrationregistration statement for sale in any jurisdiction, use its best efforts promptly to obtain the withdrawal of such order; and
(l) Obtain a so-called “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters.
Appears in 5 contracts
Sources: Registration Rights Agreement (Iomai Corp), Registration Rights Agreement (Iomai Corp), Registration Rights Agreement (Iomai Corp)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will 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, thereof and pursuant thereto the Company will shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 days 9 months 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listedlisted or quoted;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) in the case of an underwritten offering, use its reasonable best efforts to obtain (i) a “comfort letter” from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters and (ii) opinions of counsel from the Company’s counsel in customary form and covering such matters of the type customarily covered in a public issuance of securities, in each case, in form and substance reasonably satisfactory to the underwriters and addressed to the managing underwriters;
(j) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(k) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable but no later than 90 days after the end of any 12-month period, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(l) in the rules 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 common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order; and
(m) permit any holder of Registrable Securities which holder, in its sole and regulations thereunder exclusive 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 shall otherwise cooperate with 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. Cooperation by the Company and its counsel management shall include, but not be limited to, management’s attendance and reasonable presentations in expediting respect of the effectiveness Company at road shows with respect to the offering of any such registrationRegistrable Securities.
Appears in 4 contracts
Sources: Registration Rights Agreement (Jefferies Capital Partners LLC), Registration Rights Agreement (Fiesta Restaurant Group, Inc.), Registration Rights Agreement (Fiesta Restaurant Group, Inc.)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the The Company will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities pursuant to this Agreement in accordance with the intended method methods of disposition thereof, and pursuant thereto the Company will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements theretothe Registration Statement, the Company will furnish to the any counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review a copy of such counsel)Registration Statement, and will provided such counsel with all written correspondence with the SEC regarding the Registration Statement;
(b) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period of not less than 90 days the periods provided for in Section 2.2 and comply with Section 2.3, or 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 periods contemplated by the sellers thereof set forth in such registration statementCompany or the Persons requesting any Registration Statement filed pursuant to Section 2.4;
(c) furnish to each seller of Designated Holder selling such Registrable Securities such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement the Registration Statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerDesignated Holder;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other state securities or blue sky laws of as the selling Designated Holders selling such jurisdictions as any seller Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably necessary or reasonably advisable to enable such seller Designated Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller Designated Holder and to keep each such registration or qualification (or exemption therefrom) effective during the period which the Registration Statement is required to be kept effective (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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of Designated Holder selling 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 as a result of which the prospectus included in such registration statement the Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and, at the request of any such sellerDesignated Holder, the Company will as soon as possible prepare and furnish to such Designated 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 fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(f) cause all such Registrable Securities to be listed or quoted on each securities exchange or quotation service on which similar securities issued by the Company are then listed or quoted and, if not so listed, to be approved for trading on any automated quotation system of a national securities association on which similar securities of the Company are quoted;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(h) enter into such customary agreements (including an underwriting agreement in agreements containing customary formrepresentations and warranties) and take all such other customary and appropriate actions as the holders of a majority of the Registrable Securities being sold or the managing underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and;
(i) notify each Designated Holder of any stop order issued or threatened by the SEC;
(j) otherwise comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) 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 to promptly obtain the withdrawal of such order;
(l) with respect to an underwritten offering pursuant to any Registration Statement filed under Section 2.2 or Section 2.3, obtain one or more comfort letters, dated the effective date of the Registration Statement and, if required by the managing underwriters, dated the date of the closing under the underwriting agreement, signed by the Company’s independent public accountants in customary form and covering such matter of the type customarily covered by comfort letters in similar transactions;
(m) with respect to an underwritten offering pursuant to any Registration Statement filed under Section 2.2 or Section 2.3, obtain a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement and, if required by the managing underwriters, 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 in similar transactions;
(n) subject to execution and delivery of mutually satisfactory confidentiality agreements, make available at reasonable times for inspection by any seller of each Designated Holder selling such Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to this Agreementthe Registration Statement, and any attorney, accountant or other agent retained by such Designated Holder or any such seller or managing underwriter, all during normal business hours of the Company at the Company’s corporate office in South Bend, Indiana and without unreasonable disruption of the Company’s business or unreasonable expense to Company and solely for the purpose of due diligence with respect to the Registration Statement, legally disclosable, financial and other records, records and pertinent corporate documents and properties of the CompanyCompany and its subsidiaries reasonable requested by such Persons, and cause the Company's officers’s employees to, directors and employees to request its independent accountants to, supply all similar information reasonably requested by any such sellerPerson, underwriter, attorney, accountant or agent as shall be reasonably necessary to enable them to exercise their due diligence responsibility;
(o) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with such registration statement. In connection any filings required to be made with any Demand Registration the OTC Bulletin Board or Piggyback Registration, the holders National Association of Registrable Securities will expeditiously supply the Company with Dealers; and
(p) take all information and copies of all documents other steps reasonably necessary to effect such the registration in compliance with the of the. Registrable Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registrationcontemplated hereby.
Appears in 4 contracts
Sources: Registration Rights Agreement (Miscor Group, Ltd.), Registration Rights Agreement (Miscor Group, Ltd.), Registration Rights Agreement (Tontine Capital Partners L P)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its best reasonable 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 expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable Securities, Securities and use its best reasonable efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)effective;
(b) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be reasonably necessary to keep such registration statement effective for a period of not less than 90 days and comply with the provisions of the Securities Act with respect equal to the disposition shorter of (i) one year and (ii) the time by which 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 statementhave been sold;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Securities reasonably requests 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, 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or jurisdictions, (iii) consent to general service of process in each such jurisdiction or (iv) undertake such actions in any such jurisdictionjurisdiction other than the states of the United States of America and the District of Columbia);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the 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;
(hg) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, effecting a stock split or a combination of shares);
(ih) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(i) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(j) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and shall its counsel should be included; and
(k) 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 Common Stock included in such registration statement for sale in any jurisdiction, the Company will use its best efforts promptly to obtain the withdrawal of such order. If any such registration or comparable statement refers to any holder by name or otherwise cooperate with as the holder of any securities of the Company and if in its sole and exclusive judgment such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, 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 the Company, (ii) in 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; provided that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel in expediting to such effect, which opinion and counsel shall be reasonably satisfactory to the effectiveness of any such registrationCompany.
Appears in 4 contracts
Sources: Subordinated Convertible Note and Warrant Purchase Agreement (A4s Technologies Inc), Subordinated Convertible Note Purchase Agreement (A4s Technologies Inc), Subordinated Convertible Note Purchase Agreement (A4s Technologies Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and and, within 75 days after the end of the period within which requests for registration may be given to the Company, file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days (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) 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller of Registrable Securities (provided, provided that the Company will 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 subparagraphSECTION 4(d), (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(e) promptly notify in writing 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the request of any such seller, the Company will shall prepare 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 fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(f) 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 and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreementsuch registration statement, and any attorney, accountant accountant, or other agent retained by any seller of Registrable Securities or any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyCompany reasonably requested by such underwriter, and cause the Company's officers, directors directors, employees, and employees independent accountants to supply all information reasonably requested by any seller of Registrable Securities, or any such seller, underwriter, attorney, accountant accountant, or agent in connection with such registration statement. In connection with statement and assist and, at the request of any Demand Registration participating seller or Piggyback Registrationunderwriter, the holders of Registrable Securities will expeditiously supply the Company use reasonable best efforts to cause such officers or directors to participate in presentations to prospective purchasers;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) in the rules and regulations thereunder and shall otherwise cooperate with event of the Company and its counsel in expediting 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 equity securities included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(l) use 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 sellers thereof to consummate the disposition of such Registrable Securities;
(m) obtain one or more cold comfort letters, addressed to the underwriters, if any, and 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), 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 of a majority of the Registrable Securities being sold in such registered offering reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement). To the extent consistent with Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accounts, the Company shall use reasonable efforts to also have such cold comfort letters addressed to the holders of the Registrable Securities being sold in such registered offering; and
(n) provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement (or, 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 (which counsel and opinions shall be reasonably satisfactory to the managing underwriters, if any, and the holders of a majority of the Registrable Securities being sold). Such legal opinions shall be addressed to each selling holder and the underwriters, if any, and shall be in customary form and covering such matters of the type customarily covered by legal opinions of such nature.
Appears in 4 contracts
Sources: Registration Agreement (Digitalnet Holdings Inc), Registration Agreement (Digitalnet Holdings Inc), Registration Agreement (Digitalnet Holdings Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, (a) If and whenever the Company will is required to 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 the intended method of disposition thereofSection 2 or 3, and pursuant thereto the Company will as expeditiously as possible:
(ai) prepare and promptly file with the Securities and Exchange Commission a registration statement with respect to such Registrable SecuritiesSecurities (in any event, use its best efforts to file such registration statement within ninety (90) days after the end of the period within which requests for registration may be delivered to the Company) and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)effective;
(bii) 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 to keep such registration statement effective for a period of not less than 90 days and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and other securities covered by such registration statement during until the earlier of such period time as all of such Registrable Securities and other securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statementstatement or the expiration of six (6) months after such registration statement becomes effective;
(ciii) furnish to each seller of such Registrable Securities Securities, without charge, 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 such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) ), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents documents, as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerrequest;
(div) use its best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other the securities or blue sky laws of such jurisdictions as any each seller (or in an underwritten offering, the managing underwriter) shall reasonably requests 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 its Registrable Securities owned covered by such seller (providedregistration statement, except that the Company will shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would is not otherwise be required so qualified, or to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) to consent to general service of process in any such jurisdiction);
(ev) furnish to each seller of Registrable Securities by means of such registration a signed counterpart, addressed to such seller, of (A) an opinion of counsel for the Company, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement speaking both as of the effective date of the registration statement and the date of the closing under the underwriting agreement) and (B) a "cold comfort" letter 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) signed by the independent public accountants who have certified the Company's financial statements included 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 such accountants' 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' letters delivered to underwriters in underwritten public offerings of securities and, in the case of the accountants' letter, such other financial matters, as such seller may reasonably request;
(vi) immediately notify each seller of Registrable Securities covered by such Registrable Securitiesregistration statement, at any 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 contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, and at the request of any such seller, the Company will seller prepare and furnish to such seller 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 SecuritiesSecurities or other 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 misleadingmisleading in the light of the circumstances then existing;
(fvii) cause otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date of such Registrable registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and
(viii) use its best efforts to be listed list such securities on the NASDAQ and each securities exchange on which similar securities issued by the Common Stock of the Company are is then listed;
(g) , if such securities are not already so listed and if such listing is then permitted under the rules of such exchange, and, if necessary, provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;. The Company may require each such holder of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such holder and the distribution of such securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the Commission in connection therewith.
(hb) enter into If the Company at any time proposes to register any of its securities under the Securities Act (other than pursuant to a request made under Section 2), whether or not for sale for its own account, and such customary agreements (including an securities are to be distributed by or through one or more underwriters, the Company will, subject to Section 3(a)(ii), make reasonable efforts, if requested by any holder of Registrable Securities who requests incidental registration of Registrable Securities in connection therewith pursuant to Section 3, arrange for such underwriters to include such Registrable Securities among those securities to be distributed by or through such underwriters. The holders of Registrable Securities on whose behalf Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement in customary formand the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such holders of Registrable Securities.
(c) and take all such other actions as Whenever a registration requested pursuant to Section 2 is for an underwritten offering, the Company shall have the right to select the managing underwriter to administer the offering, subject to the approval of the holders of a majority of the Registrable Securities being sold included in such registration, such approval not to be unreasonably withheld or delayed. If the Company at any time proposes to register any of its securities under the Securities Act for sale for its own account and such securities are to be distributed by or through one or more underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andmanaging underwriter shall be selected by the Company.
(id) make available for inspection If any registration pursuant to Section 2 or 3 shall be in connection with an underwritten public offering, each holder of Registrable Securities agrees by any seller acquisition of such Registrable Securities, if so required by the managing underwriters, not to effect any underwriter participating in any disposition pursuant public sale or distribution of Registrable Securities (other than as part of such underwritten public offering) within the period of time between fourteen (14) days prior to this Agreement, the effective date of 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 one hundred twenty (120) days after the effective date of the Company, and cause 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. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registration.
Appears in 4 contracts
Sources: Note Purchase Agreement (GenuTec Business Solutions, Inc.), Note Purchase Agreement (Technology Investment Capital Corp), Preferred Stock Purchase Agreement (SeaView Mezzanine Fund L P)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will 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, and pursuant thereto the Company will shall as expeditiously as possiblepracticable:
(a) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Securities and Exchange Commission a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities, Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed), which documents will be subject and include in any Short-Form Registration such additional information reasonably requested by a majority of the Registrable Securities registered under the applicable registration statement, or the underwriters, if any, for marketing purposes, whether or not required by applicable securities laws, but only to the review extent such information does not contravene applicable securities laws or include information not readily in the possession of such counsel)the Company;
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days (or in the case of a Shelf Registration, ending on the earliest of (1) the date on which all Registrable Securities have been sold pursuant to the Shelf Registration or have otherwise ceased to be Registrable Securities, (2) the second anniversary of the effective date of such Shelf Registration, (3) such other date determined by the holders of a majority of the Registrable Securities requesting such Shelf Registration and (4) when all such Registrable Securities are freely saleable under Rules 144 and 145 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 such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; provided, however, that at any time, upon written notice to the participating holders of Registrable Securities and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the holders of Registrable Securities hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company or any of its Subsidiaries, the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation (as defined in Section 6(a)). During any such Suspension Period, and as may be extended hereunder, the Company shall use its reasonable best efforts to correct or update any disclosure causing the Company to provide notice of the Suspension Period and to file and cause to become effective or terminate the suspension of use or effectiveness, as the case may be, of the subject registration statement. In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the holders of a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. If so directed by the Company, all holders of Registrable Securities registering shares under such registration statement shall (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension; and (ii) use their reasonable best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice;
(c) furnish to each seller of such 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;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, subsection or (ii) subject itself consent to taxation general service of process in any such jurisdiction or (iii) consent subject itself to general service of process taxation in any such jurisdiction);
(e) notify each seller of such Registrable Securities, (i) promptly after it receives notice thereof, of the date and time when such registration statement 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, (ii) 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 (iii) at any 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) prepare and file promptly with the Securities and Exchange Commission, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, when any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would 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, and, in case an of such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Company shall use its reasonable best efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;
(g) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into and perform such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, participation in “road shows,” investor presentations and marketing events and effecting a stock split or a combination of shares);
(ij) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In ;
(k) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback RegistrationRegistration hereunder 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;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(m) permit any holder of Registrable Securities which holder, in its sole and exclusive 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;
(n) the Company agrees to file all reports and supplements which are required to be filed by the Company under the Securities Act so that it may be eligible to effect any registration of Registrable Securities on Form S-3 or any comparable form, successor form or other form if such form is available for use by the Company;
(o) obtain one or more comfort letters, 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 Company’s independent public accountants (and, unless waived in writing by holders of a majority of the Registrable Securities participating in such registration, on which the holders of Registrable Securities will expeditiously supply participating in such registration are expressly entitled to rely) in the then-current customary form and covering such matters of the type customarily covered from time to time by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request;
(p) provide a legal opinion of the Company’s outside counsel (and, unless waived in writing by holders of a majority of the Registrable Securities participating in such registration, on which the holders of Registrable Securities participating in such registration are expressly entitled to rely), 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 the then-current customary form and covering such matters of the type customarily covered from time to time by legal opinions of such nature; and
(q) use its reasonable best efforts to prevent 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 common stock included in such registration statement for sale in any jurisdiction, and in the event of the issuance of any such stop order or other such order the Company with all information shall advise such holders of Registrable Securities of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and copies shall use its reasonable best efforts promptly to obtain the withdrawal of all documents reasonably necessary to effect such order. If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if, in compliance with its sole and exclusive judgment, such holder is or might be deemed to be an underwriter or a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, 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 shall assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act and or any similar Federal statute then in force, the rules and regulations thereunder and deletion of the reference to such holder; provided that with respect to this clause (ii) such holder shall otherwise cooperate with furnish to the Company an opinion of counsel to such effect, which opinion and its counsel in expediting shall be reasonably satisfactory to the effectiveness of any such registrationCompany.
Appears in 3 contracts
Sources: Investor Rights Agreement (Boise Cascade Holdings, L.L.C.), Investor Rights Agreement (Boise Inc.), Investor Rights Agreement (Boise Inc.)
Registration Procedures. Whenever In connection with the holders registration and sale of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company Partnership 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 expeditiously as possiblePartnership will:
(a) if the Registration Statement is not automatically effective upon filing, use reasonable best efforts to cause such Registration Statement to become effective as promptly as reasonably practicable;
(b) promptly notify each selling Holder, promptly after the Partnership 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;
(c) after the Registration Statement becomes effective, promptly notify each selling Holder of any request by the SEC that the Partnership amend or supplement such Registration Statement or Prospectus;
(d) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);
(b) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement the Registration Statement and the prospectus Prospectus used in connection therewith as may be reasonably necessary to keep such registration statement the Registration Statement effective for a during the period of not less than 90 days set forth in, and subject to the terms and conditions of, this Agreement, and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such the Registration Statement for the period in accordance with required to effect the intended methods distribution of disposition by the sellers thereof Registrable Securities as set forth in such registration statementSection 2 hereof;
(ce) furnish to each seller of the selling Holders such Registrable Securities such number numbers of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement each Prospectus (including each preliminary prospectusProspectus and Prospectus supplement) and such other documents as such seller the selling Holders and any underwriter(s) may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerSecurities;
(df) use its reasonable best efforts to register or and qualify such the Registrable Securities under such other securities or blue blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders and any seller reasonably requests underwriter(s) and do any and all other acts and things which that may be reasonably necessary or advisable to enable such seller the selling Holders or any underwriter(s) to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such seller (jurisdictions; provided, however, that the Company will Partnership shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business in or to file a general consent to service of process in any jurisdiction, unless the Partnership is already subject to service in such jurisdiction where it would not otherwise and except as may be required to qualify but for this subparagraphby the Securities Act, (ii) or subject itself to taxation in any such jurisdiction or (iii) consent jurisdiction, unless the Partnership is already subject to general service of process taxation in any such jurisdiction);
(eg) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required use its reasonable best efforts 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar equity securities issued by the Company Partnership are then listed;
(gh) provide a transfer agent and registrar for the Registrable Securities and provide a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of such registration statementthe Registration Statement;
(h) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) use its reasonable best efforts to furnish to the underwriter(s) of such offering, with copies furnished to the participating Holders and the participating Existing Holders, on the date that Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through an underwriter(s), (i) an opinion, dated as of such date, of the counsel representing the Partnership for the purposes of such registration, in form and substance as is customarily given by counsel for the Partnership to underwriters in an underwritten public offering, addressed to the underwriter(s), (ii) a letter dated as of such date, from the independent public accountants of the Partnership, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriter(s), and (iii) an engineers’ reserve report letter as of such date, from the independent petroleum engineers of the Partnership, in form and substance as is customarily given by independent petroleum engineers to underwriters in an underwritten public offering, addressed to the underwriter(s);
(j) if requested by the selling Holders, cooperate with the Holders and the managing underwriter(s) (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as such selling Holders or the managing underwriter(s) (if any) may request and keep available and make available to the Partnership’s transfer agent prior to the effectiveness of such Registration Statement a supply of such certificates;
(k) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by the Partnership to underwriters in an underwritten public offering, with the underwriter(s) of such offering;
(l) upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Partnership, promptly make available for inspection by any seller of such Registrable Securitiesthe selling Holders, any underwriter underwriter(s) participating in any disposition pursuant to this Agreement, such Registration Statement and any attorney, attorney or accountant or other agent retained by any such seller underwriter or underwriterselected by the selling Holders, all financial and other records, pertinent corporate documents and properties of the CompanyPartnership reasonably requested (collectively, “Records”), and use reasonable best efforts to cause the Company's Partnership’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent 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 therewith; provided, that Records that the Partnership determines, in good faith, to be confidential and that it notifies the selling Holders are confidential shall not be disclosed by the selling Holders unless the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by applicable law. 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 or its affiliates (other than with respect to such Holders’ due diligence) unless and until such information is made generally available to the public, and further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, to the extent permitted and to the extent practicable, it shall give notice to the Partnership and allow the Partnership to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(m) promptly notify the selling Holders and any underwriter(s) of the notification to the Partnership by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, and in the event of the issuance of any stop order suspending the effectiveness of such Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its reasonable best efforts to obtain promptly the withdrawal of such order;
(n) promptly notify the selling Holders and any underwriter(s) at any time when a Prospectus relating thereto is required to be delivered under the Securities Act of the occurrence of any event as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of any selling Holder promptly prepare and furnish to such selling Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus, or a revised 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 not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any Prospectus, the selling Holders shall deliver such amended, supplemental or revised Prospectus in connection with any offers or sales of Registrable Securities, and shall not deliver or use any Prospectus not so supplemented, amended or revised);
(o) promptly notify the selling Holders and any underwriter(s) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction;
(p) make available to each selling Holder (i) promptly after the same is prepared and publicly distributed, filed with the SEC or received by the Partnership, one copy of each Registration Statement and any amendment thereto, each preliminary Prospectus and Prospectus and each amendment or supplement thereto, each letter written by or on behalf of the Partnership to the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange) and each item of correspondence from the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), in each case, relating to such registration statementRegistration Statement and (ii) such number of copies of each Prospectus, including a preliminary Prospectus, and all amendments and supplements thereto and such other documents as any Holder or any underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities. In connection The Partnership will promptly notify the selling Holders of the effectiveness of each Registration Statement or any post-effective amendment or the filing of any supplement or amendment to such Registration Statement or of any Prospectus supplement. The Partnership will promptly respond to any and all comments received from the SEC, with a view towards causing each Registration Statement or any Demand amendment thereto to be declared effective by the SEC as soon as practicable and shall file an acceleration request, if necessary, as soon as practicable following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that any such Registration Statement or Piggyback Registrationany amendment thereto will not be subject to review;
(q) 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 Partnership, the holders Partnership will take all reasonable action to make any such prohibition inapplicable;
(r) take such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Securities; and
(s) notwithstanding any other provision of this Agreement, the Partnership shall not be required to file a Registration Statement (or any amendment thereto) or request effectiveness of such Registration Statement or effect a requested Underwritten Shelf Takedown (or, if the Partnership has filed a Shelf Registration Statement and has included Registrable Securities therein, the Partnership shall be entitled to suspend the offer and sale of Registrable Securities will expeditiously supply pursuant to such Registration Statement) for a period of up to 60 days if (i) the Company with all information board of directors of the General Partner determines that a postponement is in the best interest of the Partnership and copies its unitholders generally due to a proposed transaction involving the Partnership and determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of all documents reasonably necessary to effect such transaction in the Registration Statement or the Shelf Registration Statement, (ii) the board of directors of the General Partner determines such registration would render the Partnership unable to comply with applicable securities laws or (iii) the board of directors of the General Partner determines such registration would require disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential (any such period, a “Blackout Period”); provided, however, that (A) in compliance with no event shall any Blackout Period and/or Suspension Period collectively exceed an aggregate of 90 days in any 12-month period and (B) the Securities Act and Partnership shall not be entitled pursuant to this Section 2.4(s) to delay the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the filing or effectiveness of any such registrationthe Shelf Registration Statement required to be filed pursuant to Section 2.1(a).
Appears in 3 contracts
Sources: Registration Rights Agreement (Kimbell Royalty Partners, LP), Series a Preferred Unit Purchase Agreement (Kimbell Royalty Partners, LP), Registration Rights Agreement (Kimbell Royalty Partners, LP)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its best reasonable 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 expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable Securities, Securities and use its best reasonable efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)effective;
(b) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be reasonably necessary to keep such registration statement effective for a period of not less than 90 days and comply with the provisions of the Securities Act with respect equal to the disposition shorter of (i) one year and (ii) the time by which 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 statementhave been sold;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Securities reasonably requests 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, 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or jurisdictions, (iii) consent to general service of process in any each such jurisdiction, (iv) undertake such actions in any jurisdiction other than the states of the United States of America and the District of Columbia, or (v) register or qualify such Registrable Securities in any state where the cost to do would be prohibitively expensive);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers Purchaser of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the 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;
(hg) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, effecting a stock split or a combination of shares);
(ih) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(i) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(j) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and shall its counsel should be included; and
(k) 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 Common Stock included in such registration statement for sale in any jurisdiction, the Company will use its best efforts promptly to obtain the withdrawal of such order. If any such registration or comparable statement refers to any holder by name or otherwise cooperate with as the holder of any securities of the Company and if in its sole and exclusive judgment such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, 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 the Company, (ii) in 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; provided that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel in expediting to such effect, which opinion and counsel shall be reasonably satisfactory to the effectiveness of any such registrationCompany.
Appears in 3 contracts
Sources: Common Stock and Warrant Purchase Agreement (Ads Media Group Inc), Common Stock and Warrant Purchase Agreement (Ads Media Group Inc), Common Stock and Warrant Purchase Agreement (Aspenbio Inc)
Registration Procedures. Whenever the holders of Registrable Securities Shares have requested that any Registrable Securities Shares be registered pursuant to this Agreement, the Company Corporation will use its best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereofthereof and, and pursuant thereto thereto, the Company Corporation will as expeditiously as possible:
(a) : prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Shares and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus prospectus, or any amendments or supplements thereto, the Company Corporation will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject filed to the review counsel or counsels for the sellers of the Registrable Shares covered by such counselregistration statement);
(b) ; prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days nine months 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 set forth in such registration statement;
(c) ; furnish to each seller of such Registrable Securities Shares and the underwriters such number of copies of such registration statement, each amendment and supplement thereto, the prospectus prospectus(es) included in such registration statement (including each preliminary prospectus) and such other documents as such seller or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) Shares; use its best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions as any seller or underwriter reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller or underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller Shares (provided, provided that the Company Corporation 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 subparagraph, subparagraph or (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) ; promptly notify each seller of such Registrable SecuritiesShares, at any 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company Corporation will prepare a supplement or amendment to such prospectus or registration statement so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus or registration statement will not contain an any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) ; cause all such Registrable Securities Shares to be (i) listed on each securities exchange on which similar securities issued by the Company Corporation are then listed;
, (gii) authorized to be quoted and/or listed (to the extent applicable) on the NASD Automated Quotation System or The Nasdaq National Market if the Registrable Shares so qualify, or (iii) if no similar securities issued by the Corporation are then listed on a securities exchange, a securities exchange selected by the holders of at least a majority of the Registrable Shares included in such registration; provide a transfer agent and registrar for all such Registrable Securities Shares not later than the effective date of such registration statement;
(h) ; enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of at least a majority of the Registrable Securities Shares being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
Shares (i) including, but not limited to, effecting a stock split or a combination of shares). make available for inspection by any seller of such Registrable SecuritiesShares, any underwriter participating in any disposition pursuant to this Agreementsuch 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 CompanyCorporation, and cause the CompanyCorporation's officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with ; advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any Demand Registration stop order by the Commission or Piggyback Registrationany state securities or other regulatory authority suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; at least forty eight (48) hours prior to the filing of any registration statement or prospectus, or any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to each seller of such Registrable Shares and refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel selected by the holders of at least a majority of the Registrable Shares being registered shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of the Securities will expeditiously supply Act or the Company with all information rules and copies regulations thereunder, unless, in the case of all documents an amendment or supplement, in the opinion of counsel for the Corporation the filing of such amendment or supplement is reasonably necessary to effect protect the Corporation from any liabilities under any applicable federal or state law and such registration filing will not violate applicable laws; at the request of any seller of such Registrable Shares in compliance connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement: (i) an opinion of counsel, addressed to the underwriters and the sellers of Registrable Shares, covering such matters as such underwriters and sellers may reasonably request, including such matters as are customarily furnished in connection with an underwritten offering and (ii) a letter or letters from the independent certified public accountants of the Corporation addressed to the underwriters and the sellers of Registrable Shares, covering such matters as such underwriters and sellers may reasonably request, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are independent certified public accountants within the meaning of the Securities Act and that in their opinion the rules financial statements and regulations thereunder other financial data of the Corporation included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act; make generally available to the Corporation's securityholders 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 Corporation's first fiscal quarter commencing after the effective date of a registration statement, which earnings statement shall cover such twelve (12) month period, and shall which requirement will be deemed to be satisfied if the Corporation 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; 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 make all required filings of such prospectus supplement or post-effective amendment; cooperate with each seller and each underwriter participating in the Company disposition of such Registrable Shares and its their respective counsel in expediting connection with any filings required to be made with the effectiveness NASD; 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 Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act; and notify each seller of Registrable Shares promptly of any request by the Commission for the amending or supplementing of such registrationregistration statement or prospectus or for additional information.
Appears in 3 contracts
Sources: Registration Rights Agreement (Turkey Vulture Fund Xiii LTD), Registration Rights Agreement (Ceres Group Inc), Registration Rights Agreement (Nauert Peter W)
Registration Procedures. Whenever (a) If and whenever the holders Company is required to effect the registration of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its best efforts to effect the registration and to facilitate the offering and sale of such Registrable Securities in accordance with the intended method methods of disposition thereofthereof and, and pursuant thereto thereto, the Company will shall, as expeditiously as possibleapplicable:
(ai) use its best efforts to prepare and file with the Securities and Exchange Commission SEC a registration statement Registration Statement with respect to such Registrable Securities, make all required filings required in connection therewith and (if the Registration Statement is not automatically effective upon filing) use its best efforts to cause such registration statement Registration Statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)as promptly as practicable;
(bii) use its best efforts to prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement any Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days and comply with the provisions applicable requirements of the Securities Act and to keep such Registration Statement effective for the relevant period hereunder, but no longer than is necessary to complete the distribution of the Registrable Securities covered by such Registration Statement and to facilitate compliance with the applicable requirements of the Securities Act with respect to the disposition of all securities the Ordinary Shares covered by such registration statement Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(ciii) furnish to each seller of such Registrable Securities Holder participating in the registration, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto and such other documents as such seller participating Holder may reasonably request request, including in order to facilitate the disposition of the Registrable Securities owned of such Holder covered by such sellerRegistration Statement in conformity with the requirements of the Securities Act;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions U.S. jurisdiction(s) as any seller Holder participating in the registration or any managing underwriter reasonably requests and do any and all other acts and things which that may be reasonably necessary or reasonably advisable to enable such seller Holder and each underwriter, if any, to consummate the disposition of such Holder’s Registrable Securities in such jurisdictions of the Registrable Securities owned by such seller (provided, jurisdiction(s); provided that the Company will shall not be required to (i) qualify generally to do business business, subject itself to taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for its obligations pursuant to this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 7(a)(iv);
(ev) promptly notify each seller Holder participating in the registration and the managing underwriters of any underwritten offering:
(1) each time when the Registration Statement, any pre-effective amendment thereto, the Prospectus or any Prospectus supplement or any 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 (provided that the Company shall not be required to notify Holders of any Forms 6-K filed with the SEC that are incorporated into the Registration Statement in the ordinary course);
(2) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding such Holder;
(3) 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 such purpose; and
(4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable SecuritiesSecurities for sale under the applicable securities or blue sky laws of any jurisdiction;
(vi) other than during a Suspension, notify each Holder participating in such registration, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening occurrence of any event as a result of which that would cause the prospectus Prospectus included in such registration statement contains Registration Statement to contain an untrue statement of a material fact or omits to omit any fact necessary to make the statements made therein not misleadingmisleading in light of the circumstances under which they were made, and, at the request of any a Holder participating in such sellerregistration, use best efforts to prepare and file with the Company will prepare SEC, as soon as practicable, 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 any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(fvii) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, any order suspending or preventing the use of any related Prospectus or any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, use its best efforts to promptly obtain the withdrawal or lifting of any such order or suspension;
(viii) not file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement to the Prospectus used in connection therewith, that refers to any Holder covered thereby by name or otherwise identifies such Holder as the holder of any securities of the Company without the consent of such Holder (such consent not to be unreasonably withheld or delayed), unless and to the extent such disclosure is required by law; provided that (i) each Holder shall furnish to the Company in writing such information regarding itself and the distribution proposed by it as is required for use in a Registration Statement or Prospectus and (ii) each Holder agrees to notify the Company as promptly as reasonably practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in such Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit 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 made therein not misleading in light of the circumstances under which they were made and to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that such Prospectus shall not contain any untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made;
(ix) at the election of any Holder participating in such registration, to take all steps reasonably necessary to permit the deposit of such Holder’s Registrable Securities that are not then held in the form of ADSs into such depositary receipt facility as the Company may then sponsor, and to prepare and file with the SEC any amendment to an existing Registration Statement on Form F-6, if necessary, to cover any ADSs held by such Holder or that will be held by any purchaser of Registrable Securities to be sold under any Registration Statement, it being understood that any customary fees, charges and taxes payable in connection with any deposit of Registrable Securities into a depositary receipt facility then sponsored by the Company shall be borne by the Holders pro rata on the basis of the number of Registrable Securities of each Holder to be deposited in accordance with this Section 7(a)(ix);
(x) use its best efforts to cause all such ADSs constituting Registrable Securities which are registered to be listed on each securities exchange on which similar securities issued by the Company ADSs representing the Ordinary Shares are then listedlisted and to be eligible and remain eligible for registration of the ADSs pursuant to Form F-6;
(gxi) cooperate with the relevant Holders and the Depositary to facilitate the timely delivery of ADSs (in book entry or certificated form) to be delivered pursuant to Section 7(a)(ix) above, which ADSs shall be free of all restrictive legends;
(xii) cooperate with each Holder 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 FINRA, including the use reasonable best efforts to obtain FINRA’s pre-clearance or pre-approval of the Registration Statement and applicable Prospectus upon filing with the SEC;
(xiii) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(hxiv) in the case of an underwritten offering in which a Holder participates pursuant to a Demand Registration, a Piggyback Registration or a Shelf Registration, and to the extent not prohibited by applicable law, make reasonably available for inspection by the managing underwriter(s) of such underwritten offering pursuant to such Registration Statement and one law firm and one accounting firm acting for all such managing underwriter(s), pertinent corporate documents and financial and other records of the Company and its subsidiaries and controlled Affiliates, cause the Company’s officers, employees and independent accountants to supply information reasonably requested by such managing underwriter(s), law firm or accounting firm in connection with such registration or offering, make senior management of the Company and the Company’s independent accountants available for customary due diligence and request them to provide customary comfort letters to such underwriters in connection therewith and request the Company’s counsel to furnish customary legal opinions and disclosure letters to such underwriters in connection therewith; provided, however, that any Person gaining access to such records and other information or personnel of the Company pursuant to this Section 7(a)(xiv) shall (i) reasonably cooperate with the Company to limit any resulting disruption to the Company’s business and (ii) 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 such information (A) is or becomes known to the public without a breach of this Agreement, (B) is or becomes available to such Person on a non-confidential basis from a source other than the Company, (C) is independently developed by such Person, (D) is requested or required by a deposition, interrogatory, request for information or documents by a Governmental Entity, subpoena or similar process or (E) is otherwise required to be disclosed by law;
(xv) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its shareholders, as soon as reasonably practicable, a consolidated earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act or any successor rule thereto) covering the period of at least 12 months beginning with the first day of the Company’s first full fiscal year after the effective date of the applicable Registration Statement, which requirement shall be deemed satisfied if the Company timely files complete and accurate information on Forms 20-F and 6-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto;
(xvi) in the case of an underwritten offering in which a Holder participates pursuant to a Demand Registration, a Piggyback Registration or a Shelf Registration, promptly incorporate in a supplement to the Prospectus or a post-effective amendment to the Registration Statement such information as is reasonably requested by the managing underwriter(s) or any Holder participating in such underwritten offering to be included therein, the purchase price for the securities to be paid by the underwriters and any other applicable terms of such underwritten offering, and promptly make all required filings of such supplement or post-effective amendment; and
(xvii) in the case of an underwritten offering in which a Holder participates pursuant to a Demand Registration, a Piggyback Registration or a Shelf Registration, enter into a customary underwriting agreement for offerings of that kind, containing such customary agreements provisions (including an underwriting agreement in customary formprovisions for indemnification, opinions of counsel and comfort letters) and take all such other customary and reasonable actions as the holders managing underwriters of a majority of the Registrable Securities being sold or the underwriters, if any, such offering may reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including making members of senior management of the Company available at reasonable times and places to participate in “road shows” that the managing underwriter(s) determines are necessary to effect the offering). For the avoidance of doubt, the provisions of clauses (v), (xii), (xiv), (xv), (xvi) and (xvii) of this Section 7 shall apply only in respect of an underwritten offering and only if the number of Registrable Securities to be sold in the offering would reasonably be expected to yield gross proceeds to the participating Holders(s) of at least $200,000,000 (based on the then-current market prices) in a Shelf Takedown pursuant to Section 2 or $750,000,000 (based on the then-current market prices) in a Demand Registration on Form F-1 pursuant to Section 3.
(ib) Each Holder participating in a registration shall furnish to the Company in writing such information regarding itself and the distribution proposed by it as is required for use in any such Registration Statement or Prospectus, including responses to questionnaires as are customary for similar transactions, and which the Company may reasonably request or as may be required by applicable securities laws and regulations, and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. Each such Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company or of the happening of any event, in either case as a result of which any Prospectus contains an untrue statement of a material fact regarding the Holder or the distribution of such Registrable Securities or omits to state any material fact regarding the Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make available for inspection by the statements therein, in the light of the circumstances under which they were made, not misleading, and to furnish to the Company promptly any seller additional information required to correct and update any previously furnished information or required such that such Prospectus shall not contain, with respect to the Holder or the distribution of such Registrable Securities, any underwriter participating 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 any disposition pursuant to this Agreement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties the light of the Companycircumstances under which they were made, not misleading.
(c) The Company may require each applicable Holder and cause each distributor of Registrable Securities as to which any registration is being effected to furnish to the Company's officers, directors Company information regarding such Person and employees to supply all information reasonably requested by any the distribution of such seller, underwriter, attorney, accountant or agent securities as is required in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of registration.
(d) Each Holder agrees by having its Ordinary Shares treated as Registrable Securities will expeditiously supply hereunder that, upon being advised in writing by the Company with all information of the occurrence of an event pursuant to Section 7(a)(vi), such Holder will immediately discontinue (and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of direct any such registration.other Per
Appears in 3 contracts
Sources: Registration Rights Agreement (Anheuser-Busch InBev SA/NV), Registration Rights Agreement (Altria Group, Inc.), Registration Rights Agreement (Bevco Lux S.a.r.l.)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Investor Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the reasonable review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days or such longer period specified in paragraph 1(c) 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities and a CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with , subject to the execution by any Demand Registration or Piggyback Registration, such person of a confidentiality agreement in form and substance reasonably satisfactory to the holders of Registrable Securities will expeditiously supply the Company Company;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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;
(l) in expediting 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 common stock included in such registrationregistration statement for sale in any jurisdiction, use its best efforts promptly to obtain the withdrawal of such order;
(m) 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(n) obtain a cold comfort letter 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 of a majority of the Investor Registrable Securities being sold reasonably request (provided that such Investor Registrable Securities constitute at least 10% of the securities covered by such registration statement); and
(o) use reasonable efforts to cause certificates for the Registrable Securities covered by such registration statement to be delivered by the holders thereof to the underwriters in such denominations and registered in such names as the underwriters may request.
Appears in 3 contracts
Sources: Registration Rights Agreement (Core Materials Corp), Registration Rights Agreement (Core Materials Corp), Registration Rights Agreement (Core Materials Corp)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its 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 expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement pursuant to Section 6(b) below copies of all such documents proposed to be filed, which documents will be subject to the prompt review and reasonable comment of such counsel), and upon filing such documents, the Company shall promptly notify in writing such counsel of the receipt by the Company of any written comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any written request by the SEC for the amending or supplementing thereof or for additional information with respect thereto;
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission 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 90 180 days 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 any underwriter or dealer or such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such registration statement (but in any event not before the expiration of any longer period required 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 such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementstatement and cause the 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 seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) if requested by the holders of a majority of the BRS Registrable Securities in connection with any Demand Registration requested by such holders, use its commercially reasonable efforts to cause to be included in such registration Common Stock having an aggregate value (based on the midpoint of the proposed offering price range specified in the registration statement used to offer such securities) of up to $50.0 million, to be offered in a primary offering of the Company’s securities contemporaneously with such offering of Registrable Securities;
(e) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction in any jurisdiction where it is not so subject or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdictionjurisdiction in any jurisdiction where it is not so subject);
(ef) promptly 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 discovery that, or upon the discovery of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the request of any such seller, the Company will prepare will, as soon as reasonably practicable, file and furnish to all sellers 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 fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(fg) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq National Market System (“NASDAQ Market”) and, if listed on the Nasdaq Market, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq “National Market System security” within the meaning of Rule 11Aa2-1 under the Exchange Act or, failing that, to secure Nasdaq Market authorization for such Registrable 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 Registrable Securities with the National Association of Securities Dealers;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities (including, without limitation, effecting a split or a combination of stock or units); andprovided that no holder of Registrable Securities shall have any indemnification or contribution obligations inconsistent with Section 7 hereof;
(ij) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 ’s officers, directors directors, employees and employees independent accountants to supply all information and participate in due diligence sessions reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection ;
(k) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(l) use reasonable best efforts to prevent the issuance of any Demand Registration stop order (“Stop Order”) suspending the effectiveness of a registration statement, or Piggyback Registrationof 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, and, in the event of such issuance, the Company shall immediately notify the holders of Registrable Securities will expeditiously supply included in such registration statement of the receipt by the Company of such notification and shall use its best efforts promptly to obtain the withdrawal of such order;
(m) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with all information and copies of all documents reasonably or approved by such other governmental agencies or authorities as may be necessary to effect enable the sellers thereof to consummate the disposition of such Registrable Securities, and cooperate and assist with any filings to be made with the NASD;
(n) obtain one or more “cold comfort” letters, 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 Company’s independent public accountants in compliance customary form and covering such matters of the type customarily covered by “cold comfort” letters as the holders of a majority of the Registrable Securities being sold reasonably request; and
(o) 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. If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if in such holder’s sole and exclusive judgment, such holder is or might be deemed to be an underwriter or a controlling person of the Company, such holder shall have the right to (i) require the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, 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 the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act and or any similar Federal statute then in force, require the rules and regulations thereunder and deletion of the reference to such holder; provided, that with respect to this clause (ii), if requested by the Company, such holder shall otherwise cooperate with furnish to the Company an opinion of counsel to such effect, which opinion and its counsel in expediting shall be reasonably satisfactory to the effectiveness of any such registrationCompany.
Appears in 3 contracts
Sources: Merger Agreement (H&e Equipment Services LLC), Registration Rights Agreement (H&E Equipment Services, Inc.), Registration Rights Agreement (H&E Equipment Services, Inc.)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereofthereof (including the registration of the Warrants held by a holder of Registrable Securities requesting registration as to which the Company has received reasonable assurances that only Common Stock shall be distributed to the public), and pursuant thereto the Company will shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of requested copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading; provided that upon such notification by the Company, each seller of such Registrable Securities will not offer or sell such Registrable Securities until the Company has notified such seller that it has prepared a supplement or amendment to such prospectus and delivered copies of such supplement or amendment to such seller;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, such registration statement and any attorney, accountant or other agent retained by any such seller or underwriterunderwriter (in each case after reasonable prior notice), all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors directors, employees and employees independent accountants to supply supply, on a confidential basis, all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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;
(l) in expediting 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 common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order; and
(m) obtain a comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement). Each seller of Registrable Securities, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (e) of this Section 4, will forthwith discontinue disposition of the Registrable Securities until receipt by the seller of Registrable Securities of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 4 or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and if so directed by the Company, such seller of Registrable Securities will, or will request the managing underwriter or underwriters, if any, to deliver to the Company (at the Company's expense) all copies (other than permanent file copies) then in the possession of such seller of Registrable Securities and of any underwriter or underwriters, of he prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such registrationnotice, the time periods mentioned in subsection (b) of this Section 4 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 4 hereof or the Advice.
Appears in 3 contracts
Sources: Registration Agreement (Zimmerman Sign Co), Registration Agreement (Zimmerman Sign Co), Registration Agreement (Boner Tom E)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, If and whenever the Company will is required by the provisions of Section 4.1, 4.2 or 4.3 to use its best efforts to effect the registration and the sale of such any Registrable Securities in accordance with under the intended method of disposition thereofSecurities Act, and pursuant thereto the Company will will, as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4.1, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such Registrable Securities, securities including executing an undertaking to file post-effective amendments and use its best efforts to cause such registration statement to become and remain effective (provided for the period of the distribution contemplated thereby; provided, that before filing a registration statement or prospectus or any amendments or supplements theretoprospectus, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of 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 to keep such registration statement effective for a the period of not less than 90 days specified herein and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the sellers’ intended methods method of disposition by the sellers thereof set forth in such registration statementstatement for such period; provided, that before filing any such amendment or supplement, the Company shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such amendment or supplement copies of all such documents proposed to be filed, which documents shall be subject to review and comment of such counsel;
(c) furnish to each seller of such Registrable Securities and to each underwriter such number of copies of the registration statement and each such registration statement, each amendment and supplement thereto, thereto (in each case including all exhibits) and the prospectus included in such registration statement therein (including each preliminary prospectus) and such other documents as such seller persons reasonably may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned covered by such sellerregistration statement;
(d) use its best efforts to register or qualify such the Registrable Securities covered by such registration statement under such other the securities or “blue sky sky” laws of such jurisdictions as any seller reasonably requests 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 sellers of the Registrable Securities owned by such seller (or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company will shall not for any such purpose be required to (i) 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction), unless the Company is already subject to service in such jurisdiction;
(e) use its best efforts to list the Registrable Securities covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statements as a NADSAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Exchange Act or, failing that, to secure NASDAQ authorization for such Registrable Securities;
(f) comply with all applicable rules and regulations under the Securities Act and Exchange Act;
(g) provide a transfer agent and registrar for all such Registrable Securities and a CUSIP number for all such Registrable Securities in each case not later than the effective date of such registration statement;
(h) immediately notify each seller of Registrable Securities and each underwriter under such Registrable Securitiesregistration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus included contained in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits any to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing, and, at the request of any such seller, the Company will and promptly prepare a supplement or amendment and furnish to such seller a reasonable number of copies of a prospectus supplemented or 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 misleadingmisleading in light of the circumstances then existing;
(fi) cause all such if the offering is underwritten and at the request of any seller of Registrable Securities, use its best efforts to furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters to such effects as reasonably may be listed on each securities exchange on which similar securities issued requested by counsel for the underwriters, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters 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 are then listedincluded 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 (5) business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(ij) make available for inspection by any each seller of such Registrable Securities, any underwriter participating in any disposition distribution pursuant to this Agreementsuch registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, reasonable access to all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and cause the Company's ’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;
(k) cooperate with the selling holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such holders or the managing underwriter may request at least two (2) business days prior to any sale of Registrable Securities;
(l) permit any holder of Registrable Securities which holder, in the sole and exclusive judgment, exercised in good faith, of such holder, might be deemed to be a controlling person of the Company, to participate in good faith 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;
(m) 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 common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(n) 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(o) 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 managing underwriter of such offering and take all such other actions as the underwriters reasonably request in order to expedite or facilitate the disposition of Registrable Securities. For purposes of this Agreement, the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby or one hundred eighty (180) days after the effective date thereof, provided, however, in the case of any registration of Registrable Securities on Form S-3 or a comparable or successor form which are intended to be offered on a continuous or delayed basis, such one hundred eighty (180) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment, permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by Section 10(a)(3) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. In connection with any Demand Registration or Piggyback Registrationeach registration hereunder, the holders sellers of Registrable Securities will expeditiously supply furnish to the Company, in writing, such information requested by the Company with all information respect to themselves and copies of all documents the proposed distribution by them as shall be reasonably necessary in order to effect such registration in assure compliance with the Securities Act Federal and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registrationapplicable state securities laws.
Appears in 3 contracts
Sources: Investor Rights Agreement (Index Venture Associates III LTD), Investor Rights Agreement (Minerva Neurosciences, Inc.), Investor Rights Agreement (Minerva Neurosciences, Inc.)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any the holders of a majority of the Registrable Securities covered by such sellerregistration statement, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities;
(g) provide a transfer agent agent, a registrar and registrar a CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and use its best efforts to take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees, and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant accountant, or agent in connection with such registration statement. In connection with statement and assist and, at the request of any Demand Registration participating underwriter, cause such officers or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company directors to participate in presentations to prospective purchasers;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) in the rules and regulations thereunder and shall otherwise cooperate with event of the Company and its counsel in expediting 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 equity securities included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(l) 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(m) obtain one or more comfort letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement);
(n) provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement (or, 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; and
(o) use best efforts to cause certificates for the Registrable Securities covered by such registration statement to be delivered by the holders thereof to the underwriters in such denominations and registered in such names as the underwriters may request.
Appears in 3 contracts
Sources: Master Agreement (Chaparral Resources Inc), Registration Agreement (Chaparral Resources Inc), Registration Agreement (Chaparral Resources Inc)
Registration Procedures. Whenever If and whenever the holders of Registrable Securities have requested request that the offer and sale of any Registrable Securities be registered under the Securities Act or any Registrable Securities be distributed in a Shelf Takedown pursuant to the provisions of this Agreement, the Company will shall use its best efforts to effect the registration of the offer and the sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof, and pursuant thereto the Company will shall as expeditiously soon as possiblepracticable and as applicable:
(a) subject to Section 2(a), Section 2(b) and Section 2(c), prepare and file with the Securities and Exchange Commission a registration statement with respect to Registration Statement covering such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed Registration Statement to be filed, which documents will be subject to the review of such counsel)declared effective;
(b) in the case of a Long-Form Registration or a Short-Form Registration, prepare and file with the Securities and Exchange Commission such amendments, post-effective amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period until all of not less than 90 days such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period Registrable Securities in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) Within a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto with the Commission, furnish to one counsel selected by holders of a majority of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel;
(d) notify each selling holder of Registrable Securities, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement, including a Shelf Supplement, to any Prospectus forming a part of such Registration Statement has been filed with the Commission;
(e) furnish to each seller selling holder of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto, including a Shelf Supplement (in each case including all exhibits and documents incorporated by reference therein), and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(df) use its best efforts to register or qualify such Registrable Securities under such other securities or “blue sky sky” laws of such jurisdictions as any seller reasonably selling holder requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (holders; provided, that the Company will shall not be required to (i) qualify generally to do business business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 5(f);
(eg) notify each seller selling holder of such Registrable Securities, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which that would cause the prospectus Prospectus included in such registration statement contains Registration Statement to contain an untrue statement of a material fact or omits omit any fact necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such sellerholder, the Company will shall prepare a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the 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) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) make available for inspection by any seller selling holder of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, such Registration Statement and any attorney, accountant or other agent retained by any such seller holder or underwriterunderwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the “Records”), and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration statement. In Registration Statement;
(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;
(j) use its best efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed, on a national securities exchange selected by the holders of a majority of such Registrable Securities;
(k) in connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities));
(l) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act or any Demand successor rule thereto) no later than thirty (30) days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such 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-K, 10-Q and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or Piggyback Registrationany successor rule thereto;
(m) furnish to each selling holder of Registrable Securities and each underwriter, if any, with (i) a written legal opinion of the Company’s outside counsel, dated the closing date of the offering, in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten registered offerings; and (ii) on the date of the applicable Prospectus, on the effective date of any post-effective amendment to the applicable Registration Statement and at the closing of the offering, dated the respective dates of delivery thereof, a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten registered offerings;
(n) without limiting Section 5(f), 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 to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;
(o) notify the holders of Registrable Securities will expeditiously supply promptly of any request by the Company with all information Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;
(p) advise the holders of Registrable Securities, 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 copies promptly use its best efforts to prevent the issuance of all documents reasonably necessary any stop order or to effect obtain its withdrawal at the earliest possible moment if such registration stop order should be issued;
(q) permit any holder of Registrable Securities which holder, in compliance with its sole and exclusive judgment, might be deemed to be an underwriter or a “controlling person” (within the meaning of Section 15 of the Securities Act and Section 20 of the rules Exchange Act) (a “Controlling Person”) of the Company, to participate in the preparation of such Registration Statement and regulations thereunder to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and shall otherwise its counsel should be included;
(r) cooperate with the Company holders of the Registrable Securities to facilitate the timely preparation and its counsel in expediting delivery of certificates representing the effectiveness Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends and representing such registrationnumber of shares of Common Stock and registered in such names as the holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule 144;
(s) not later than the effective date of such 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;
(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 will take all reasonable action to make any such prohibition inapplicable; and
(u) otherwise use its best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.
Appears in 3 contracts
Sources: Registration Rights Agreement (210 Capital, LLC), Restructuring Support Agreement (Crossroads Systems Inc), Registration Rights Agreement (210/P10 Acquisition Partners, LLC)
Registration Procedures. Whenever the holders Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its best efforts to effect the registration and of the sale resale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will shall as expeditiously soon as possiblepracticable:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and consent of such counsel);
(b) notify each Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller Holder reasonably requests 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 the sellers in such seller jurisdictions (provided, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the 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) enter into such customary underwriting agreements (including an underwriting agreement in customary formcontaining terms acceptable to the Company) and take all such other actions as the holders Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securitiesrequest; and
(i) make available for inspection during normal business hours by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registration.
Appears in 3 contracts
Sources: Securities Exchange Agreement (Mallis LTD Partnership), Registration Rights Agreement (Black Diamond Industries Inc), Registration Rights Agreement (New World Power Corporation)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will 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, thereof and pursuant thereto the Company will shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement Registration Statement with respect to such Registrable Securities, Securities and use its reasonable best efforts to cause such registration statement Registration Statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)effective;
(b) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a the period required by the intended method of not less than 90 days disposition, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement Registration Statement (including each preliminary 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;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraphSection 4(d), (ii) subject itself to taxation in any such jurisdiction or jurisdiction, (iii) consent to general service of process in any such jurisdiction, or (iv) qualify such Registrable Securities in a given jurisdiction where expressions of investment interest are not sufficient in such jurisdiction to reasonably justify the expense of qualification in the jurisdiction or where such qualification would require the Company to register as a broker or dealer in such jurisdiction);.
(e) 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 as a result of which the prospectus included in such registration statement Registration Statement contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 necessary to make the statements therein not misleading;
(f) 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 listedlisted and to be qualified for trading on each system on which similar securities issued by the Company are from time to time qualified;
(g) provide a transfer agent in the event of an underwritten public offering, enter into and registrar for all such Registrable Securities not later than perform its obligations under an underwriting agreement, in usual and customary form, with the effective date managing underwriter(s) of such registration statement;offering; and
(h) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority event of the Registrable Securities being sold or the underwriters, if any, reasonably request in issuance of any stop order to expedite or facilitate the disposition of such Registrable Securities; and
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting 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 Common Stock included in such registrationRegistration Statement for sale in any jurisdiction, the Company shall use its reasonable best efforts to promptly obtain the withdrawal of such order. The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) or (h) hereof, such Holder shall forthwith discontinue disposition of shares of Common Stock pursuant to a Piggyback Registration until receipt of the copies of an appropriate supplement or amendment to the prospectus under Section 4(e) or until the withdrawal of such order under Section 4(h).
Appears in 2 contracts
Sources: Registration Rights Agreement (Bingham Financial Services Corp), Registration Rights Agreement (Bingham Financial Services Corp)
Registration Procedures. Whenever In connection with the holders registration and sale of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company 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 expeditiously as possiblewill:
(a) if the Registration Statement is not automatically effective upon filing, use reasonable best efforts to cause such Registration Statement to become effective as promptly as reasonably practicable;
(b) promptly notify each selling Holder, 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;
(c) after the Registration Statement becomes effective, promptly notify each selling Holder of any request by the SEC that the Company amend or supplement such Registration Statement or Prospectus;
(d) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);
(b) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement the Registration Statement and the prospectus Prospectus used in connection therewith as may be reasonably necessary to keep such registration statement the Registration Statement effective for a during the period of not less than 90 days set forth in, and subject to the terms and conditions of, this Agreement, and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such the Registration Statement for the period in accordance with required to effect the intended methods distribution of disposition by the sellers thereof Registrable Securities as set forth in such registration statementArticle V;
(ce) furnish to each seller of the selling Holders such Registrable Securities such number numbers of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement each Prospectus (including each preliminary prospectusProspectus and Prospectus supplement) and such other documents as such seller the Holder and any underwriter(s) may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerSecurities;
(df) use its reasonable best efforts to register or and qualify such the Registrable Securities under such other securities or blue blue-sky laws of such jurisdictions as shall be reasonably requested by the Holders and any seller reasonably requests underwriter(s) and do any and all other acts and things which that may be reasonably necessary or advisable to enable such seller the Holders and any underwriter(s) to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such seller (jurisdictions; provided, however, that the Company will shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business in or to file a general consent to service of process in any jurisdiction, unless the Company is already subject to service in such jurisdiction where it would not otherwise and except as may be required to qualify but for this subparagraphby the Securities Act, (ii) or subject itself to taxation in any such jurisdiction or (iii) consent jurisdiction, unless the Company is already subject to general service of process taxation in any such jurisdiction);
(eg) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required use its reasonable best efforts 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar equity securities issued by the Company are then listed;
(gh) provide a transfer agent and registrar for the Registrable Securities and provide a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of such registration statementthe Registration Statement;
(h) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) use its reasonable best efforts to furnish, on the date that shares of Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters by the Company in an underwritten public offering, addressed to the underwriters, (ii) a letter dated as of such date, from the independent public accountants of the Company, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters and (iii) an engineers’ reserve report letter as of such date, from the independent petroleum engineers of the Company, in form and substance as is customarily given by independent petroleum engineers to underwriters in an underwritten public offering, addressed to the underwriters;
(j) if requested by the Holders, cooperate with the Holders and the managing underwriter(s) (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as such Holders or the managing underwriter (if any) 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;
(k) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by the Company to underwriters in an underwritten public offering, with the underwriter(s) of such offering;
(l) upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, promptly make available for inspection by any seller of such Registrable Securitiesthe selling Holders, any underwriter underwriter(s) participating in any disposition pursuant to this Agreementsuch Registration Statement, and any attorney, attorney or accountant or other agent retained by any such seller underwriter or underwriterselected by the selling Holders, all financial and other records, pertinent corporate documents documents, and properties of the CompanyCompany reasonably requested (collectively, “Records”), and use reasonable best efforts to cause the Company's ’s officers, directors directors, employees, and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant accountant, or agent 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 therewith; provided, that Records that the Company determines, in good faith, to be confidential and that it notifies the selling Holders are confidential shall not be disclosed by the selling Holders unless the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by applicable law. 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 or its affiliates (other than with respect to such Holders’ due diligence) unless and until such information is made generally available to the public, and further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, to the extent permitted and to the extent practicable it shall give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(m) in the case of an Underwritten Offering, if requested by the managing underwriter(s), use reasonable best efforts to enter into customary lock-up agreements with each Director and executive officer of the Company;
(n) promptly notify the selling Holders and any underwriter(s) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, and in the event of the issuance of any stop order suspending the effectiveness of such Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its reasonable best efforts to obtain promptly the withdrawal of such order;
(o) promptly notify the selling Holders and any underwriter(s) at any time when a Prospectus relating thereto is required to be delivered under the Securities Act of the occurrence of any event as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of any Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus, or a revised 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 not misleading in light of the circumstances under which they were made (following receipt of any supplement or amendment to any Prospectus, the selling Holders shall deliver such amended, supplemental or revised Prospectus in connection with any offers or sales of Registrable Securities, and shall not deliver or use any Prospectus not so supplemented, amended or revised);
(p) promptly notify the selling Holders and any underwriter(s) 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 applicable securities or blue sky laws of any jurisdiction;
(q) make available to each Holder (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of each Registration Statement and any amendment thereto, each preliminary Prospectus and Prospectus and each amendment or supplement thereto, each letter written by or on behalf of the Company to the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), and each item of correspondence from the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), in each case relating to such registration statementRegistration Statement, and (ii) such number of copies of each Prospectus, including a preliminary Prospectus, and all amendments and supplements thereto and such other documents as any Holder or any underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities. In connection The Company will promptly notify the Holders of the effectiveness of each Registration Statement or any post-effective amendment or the filing of any supplement or amendment to such Registration Statement or of any Prospectus supplement. The Company will promptly respond to any and all comments received from the SEC, with a view towards causing each Registration Statement or any Demand amendment thereto to be declared effective by the SEC as soon as practicable and shall file an acceleration request, if necessary, as soon as practicable following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that any such Registration Statement or Piggyback Registrationany amendment thereto will not be subject to review;
(r) 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 holders Company will take all reasonable action to make any such prohibition inapplicable;
(s) take such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Securities; and
(t) notwithstanding any other provision of this Agreement, the Company shall not be required to file a Registration Statement (or any amendment thereto) or effect a requested Underwritten Shelf Takedown (or, if the Company has filed a Shelf Registration Statement and has included Registrable Securities therein, the Company shall be entitled to suspend the offer and sale of Registrable Securities will expeditiously supply pursuant to such Registration Statement) for a period of up to 60 days if (i) the Company with all information and copies board of all documents reasonably necessary to effect such registration directors determines that a postponement is in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with best interest of the Company and its counsel stockholders generally due to a proposed transaction involving the Company and determines in expediting good faith that the effectiveness Company’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Shelf Registration Statement, (ii) the board of directors determines such registration would render the Company unable to comply with applicable securities laws or (iii) the board of directors determines such registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such registrationperiod, a “Blackout Period”); provided, however, that in no event shall any Blackout Period and/or Suspension Period collectively exceed an aggregate of 120 days in any 12-month period.
(u) The Company shall use its reasonable best efforts to comply with all of the reporting requirements of the Exchange Act and all other public information reporting requirements of the SEC which are conditions to the availability of Rule 144 for the sale of Registrable Securities. The Company shall cooperate with each Holder in supplying such information as may be reasonably necessary for such Holder to complete and file any information reporting forms presently or hereafter required by the SEC as a condition to the availability of Rule 144 (or any comparable successor rules). The Company shall furnish to each Holder upon request a written statement executed by the Company as to whether it has complied with the current public information requirement of Rule 144 (or such comparable successor rules). Subject to the restrictions on Transfer set forth in this Agreement, the Company shall use its commercially reasonable efforts to facilitate and expedite transfers of Registrable Securities pursuant to Rule 144 under the Securities Act, which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Securities.
Appears in 2 contracts
Sources: Stockholders Agreement (Diamondback Energy, Inc.), Shareholder Agreements (Diamondback Energy, Inc.)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will 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 thereofdisposition. In this regard, and pursuant thereto the Company will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its reasonable best efforts to cause such the registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)effective;
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed under this Agreement and prepare and file with the Securities and Exchange Commission such any amendments and supplements to such the registration statement and the prospectus used in connection therewith as that may be necessary to keep such the registration statement effective for a period of either (i) not less than 90 120 days (subject to extension pursuant to Section 8.2), 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 (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period 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;
(c) furnish to each seller of such Registrable Securities such the number of copies of such the registration statement, each amendment and supplement theretosupplement, the prospectus included in such the registration statement (including each preliminary prospectus) and such any other documents as such that each seller may reasonably request in order to facilitate the disposition of the seller's Registrable Securities owned by such sellerSecurities;
(d) use its best efforts to register or qualify such the Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such the seller to consummate the disposition in such those jurisdictions of the Registrable Securities owned by such the seller (provided, that but the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto to those securities 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 the registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein in the prospectus not misleading, ; and, at the request of any such seller, the Company will shall prepare a supplement or amendment to such the prospectus so that, as thereafter when delivered to the purchasers of such the Registrable Securities, such prospectus will the prospectus, as supplemented or amended, does not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein in the prospectus not misleading;
(f) cause all such Registrable Securities to be quoted on the Nasdaq National Market System and listed on each securities any other exchange on which similar securities issued by the Company Company's shares of Common Stock are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such the registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the that holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such the Registrable Securities; and;
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, the 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 employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such the registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158; and
(k) in the rules and regulations thereunder and shall otherwise cooperate with event of the Company and its counsel in expediting 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 the registration statement for sale in any jurisdiction, use its reasonable best efforts promptly to obtain the withdrawal of such registrationorder.
Appears in 2 contracts
Sources: Registration Rights Agreement (Us Lec Corp), Registration Rights Agreement (Bain Capital Fund Vi Lp)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, If and whenever the Company will is required by the provisions of this Agreement to use its best efforts to effect the registration and of any of the sale of such Registrable Securities in accordance with under the intended method of disposition thereofSecurities Act, and pursuant thereto the Company will shall as expeditiously as reasonably possible:
(a) prepare Prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement Registration Statement and otherwise comply with the provisions of the Securities Act with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement that Registration Statement to become effective;
(b) Prepare and file with the SEC any amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement effective until the earlier of (provided i) the date on which all Registrable Securities included therein have been sold pursuant to the plan of distribution included in such Registration Statement and (ii) the thirtieth day from the effective date of the Registration Statement;
(c) Furnish to the Holders whose Registrable Securities have been included in such Registration Statement such numbers of copies of the prospectus, including preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities;
(d) Use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under the securities or blue sky laws of such jurisdictions as the Holders whose Registrable Securities have been included in such Registration Statement shall reasonably request, and do any and all other acts and things that before may be necessary or advisable to enable such Holders to consummate the public sale or other disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify to do business as a foreign corporation or consent to general service of process in any such jurisdiction;
(e) Before filing a registration statement the Registration Statement or prospectus or any amendments or supplements thereto, furnish the Company will furnish to the counsel selected by the holders of a majority of the Holders whose Registrable Securities covered by have been included in such registration statement Registration Statement with copies of all such documents proposed to be filed, which documents will shall be subject to the review reasonable approval of counsel designated by such counsel)Holders;
(bf) prepare and file with the Furnish to each Holder whose Registrable Securities and Exchange Commission have been included in such amendments and supplements Registration Statement a signed counterpart, addressed to such Holder (and the underwriters, if any), of (i) an opinion of the Company's legal counsel 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), and (ii) 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 certified the Company's financial statements included in such Registration Statement, covering substantially the same matters with respect to such Registration Statement (and the prospectus used included therein, and in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days and comply with the provisions case of the Securities Act accountants' letter with respect to events subsequent to the disposition date of all securities covered by such registration statement during financial statements), as are customarily included in opinions of issuer's counsel and an accountant's letter delivered to the underwriters in underwritten public offerings of securities, and in the case of the accountant's letter, such period in accordance with other financial matters as such Holder (or the intended methods of disposition by the sellers thereof set forth in such registration statement;underwriters, if any) may reasonably request; and
(cg) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at At any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act, of notify each Holder whose Registrable Securities have been included in such Registration Statement upon discovery of, or upon the happening of any event as a result of which which, the prospectus included in such registration statement contains Registration Statement, as then in effect, includes an untrue statement of a material fact or omits any to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made. If the Company has delivered preliminary or final prospectuses to the Holders whose Registrable Securities have been included in such Registration Statement, and, at and after having done so the request prospectus is amended to comply with the requirements of any such sellerthe Securities Act, the Company will prepare a supplement or amendment to shall promptly notify such prospectus so thatHolders and, as thereafter delivered if requested, such Holders shall immediately cease making offers of Registrable Securities and return all prospectuses to the purchasers Company. The Company shall promptly provide such Holders with a revised prospectuses and following receipt of the revised prospectuses such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit Holders shall be free to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the 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) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority resume making offers of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Gulf Island Fabrication Inc), Registration Rights Agreement (Gulf Island Fabrication Inc)
Registration Procedures. Whenever Upon the request of at least a majority of the holders of Registrable Securities have requested that any Registrable Securities be registered for the Resale Registration pursuant to this Agreement, the Company will AdStar shall use its 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 AdStar shall as expeditiously as possible:
(a) 3.1 prepare and file with the Securities and Exchange Commission SEC a registration statement (it being agreed that AdStar would intend to use Form S-3 or Form S-2, if available) with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will AdStar shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) 3.2 notify each holder of Registrable Securities of the effectiveness of such registration statement and prepare and file with the Securities and Exchange Commission 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 accurate and effective for a until the earlier of (i) the date on which all Registrable Securities have been sold or (ii) all such unsold Registrable Securities may be sold in any single 90-day period of not less than 90 days and comply with the provisions pursuant to Rule 144 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;Act.
(c) 3.3 furnish to each seller holder of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the such seller;
(d) 3.4 use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, however, that the Company will AdStar shall not be required to (ia) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (iib) subject itself to taxation in any such jurisdiction or (iiic) consent to general service of process in any such jurisdiction);
(e) 3.5 notify each seller 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will AdStar shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers sellers of such Registrable Securities, such prospectus will shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) 3.6 cause all such Registrable Securities to be listed on each securities exchange or NASDAQ market on which similar securities issued by the Company AdStar 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) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) 3.7 make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, Securities and any attorney, accountant or other agent retained by any such seller or underwriterseller, all financial and other records, pertinent corporate documents and properties of the CompanyAdStar, and cause the CompanyAdStar's officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, seller or any such attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
3.8 otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of AdStar's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
3.9 upon the rules request of any holder of Registrable Securities, insert language into the registration statement 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 AdStar's securities covered thereby and regulations thereunder and that such holding does not imply that such holder shall otherwise cooperate with assist in meeting any future financial requirements of AdStar;
3.10 in the Company and its counsel in expediting 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 Common Stock included in such registrationregistration statement for sale in any jurisdiction, AdStar shall use its best efforts promptly to obtain the withdrawal of such order; and
3.11 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Adstar Com Inc), Registration Rights Agreement (Adstar Com Inc)
Registration Procedures. (a) Whenever the holders of Registrable Securities have requested that any Registrable Securities are required to be registered pursuant to this Amended and Restated Agreement, the Company GDI 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, and pursuant thereto the Company GDI will as expeditiously as possible:
(ai) prepare and file with the Securities and Exchange Commission SEC on any form, if not so otherwise provided for, for which GDI qualifies, as soon as practicable after the end of the period within which requests for registration may be given to GDI, a registration statement Registration Statement with respect to the offer and sale of such Registrable Securities, Securities and thereafter use its reasonable best efforts to cause such registration statement Registration Statement to become effective and remain effective until the completion of the distribution contemplated thereby or the required time period under this Amended and Restated Agreement, whichever is shorter (provided that and before filing a registration statement or prospectus or any amendments or supplements theretosuch Registration Statement, the Company GDI will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by initiating such registration statement Registration Statement copies of all such documents proposed to be filed); provided, however, that GDI may postpone for not more than sixty (60) calendar days the filing or effectiveness of any registration statement required pursuant to this Amended and Restated Agreement other than a Required Registration Statement required to be filed pursuant to Section 1.1 of this Amended and Restated Agreement if the Board of Directors, in its good faith judgment, determines that such registration could reasonably be expected to have a material adverse effect on GDI and its stockholders for any reason including, but not limited to, any proposal or plan by GDI to engage in any acquisition or sale of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction then under consideration (in which documents event, the Designated Holders shall be entitled to withdraw such request, and if such request is withdrawn such registration will not count as a registration statement pursuant to this Amended and Restated Agreement) by delivering written notice to the Designated Holders who requested inclusion of Registrable Securities in such Registration Statement of its determination to postpone such Registration Statement; provided, further, that (i) GDI shall not disclose any information that could be deemed material non-public information to any holder of Registrable Securities included in a Registration Statement that is subject to such postponement, (ii) in no event may GDI postpone a filing requested hereunder more than twice in any twelve (12) month period; provided, that any two postponements must be at least three (3) months apart; provided, further, that GDI shall delay the review effectiveness of any such counselregistration statement if the SEC rules and regulations prohibit GDI from declaring a Registration Statement effective because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow GDI to declare a Registration Statement effective (provided that GDI shall use its reasonable best efforts to cure any such situation as soon as possible so that the Registration Statement can be made effective at the earliest possible time);
(bii) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period provided for in the applicable Section above, or if not so provided, for a period of twelve (12) months (for a registration pursuant to Rule 415 of the Securities Act) or, if such Registration Statement relates to an underwritten offering, such 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 (ii) such shorter period as will terminate when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement (but in any event not less than 90 days before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during Registration Statement until such period 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 statementRegistration Statement. In the event GDI shall give any notice pursuant to Section 1.5(b), the applicable time period mentioned in this Section 1.6(a)(ii) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 1.5(b) to and including the date when each seller of a Registrable Security covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 1.6(a)(v);
(ciii) furnish to each seller of such Registrable Securities Securities, prior to filing a Registration Statement, such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement Registration Statement (including each preliminary 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;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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 and to keep each such registration or qualification (or exemption therefrom) effective during the period which the Registration Statement is required to be kept effective (provided, that the Company GDI 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(ev) 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 (a "Changing Event") as a result of which which, the prospectus included in such registration statement Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company GDI will as soon as possible prepare and furnish to such seller (a "Correction Event") 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 fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(fvi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company GDI are then listed and, if not so listed, to be listed on The Nasdaq Stock Market or the Nasdaq SmallCap trading system or the Nasdaq OTC Bulletin Board;
(gvii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(hviii) enter into such customary agreements (including an underwriting agreement agreements in customary formform with any underwriter, if any is selected by GDI) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and, including causing its officers to participate in "road shows" and other information meetings organized by an underwriter, if any, provided that any underwriter shall have been selected by GDI;
(iix) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 CompanyGDI, and cause the CompanyGDI's officers, directors employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;
(x) before filing a Registration Statement or prospectus or any amendments or supplements thereto, GDI shall provide to counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration ("Holders' Counsel") and any other Inspector (as defined below) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under GDI's control, and GDI shall notify the Holders' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC;
(xi) otherwise comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of GDI'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 thereunder;
(xii) 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, GDI will use its reasonable best efforts promptly to obtain the withdrawal of such order;
(xiii) obtain one or more comfort letters, dated the effective date of such Registration Statement (and, if such registration includes an underwritten offering, dated the date of the closing under the underwriting agreement), signed by GDI's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request;
(xiv) provide a legal opinion of GDI's outside counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten 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;
(xv) subject to execution and delivery of mutually satisfactory confidentiality agreements, make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by any managing underwriter (each, an "Inspector" and collectively, the "Inspectors"), during normal business hours of GDI at GDI's corporate office in New York, New York and without unreasonable disruption of GDI's business or unreasonable expense to GDI and solely for the purpose of due diligence with respect to the registration statement. In , non-confidential, legally disclosable, financial and other records and pertinent corporate documents of GDI and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause GDI's and its subsidiaries' officers, directors and employees, and the independent public accountants of GDI, to make available for inspection, at such parties' offices during their respective normal business hours and without unreasonable disruption of their business or unreasonable expense to GDI and solely for the purpose of due diligence with respect to a registration statement covering Registrable Securities pursuant to this Amended and Restated Agreement all information reasonably requested by any such Inspector in connection with such Registration Statement, provided, that, in each instance the Inspectors execute customary confidentiality agreements prepared by GDI pursuant to which such Inspectors agree not to divulge information of a non-public nature and covenant not to act upon such information in any manner in violation of applicable law;
(xvi) subject to execution and delivery of mutually satisfactory confidentiality agreements, keep Holders' Counsel advised as to the initiation and progress of any registration hereunder including, but not limited to, providing Holders' Counsel with all correspondence with the SEC;
(xvii) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any Demand Registration or Piggyback Registration, filings required to be made with the holders of Registrable Securities will expeditiously supply the Company with NASD; and
(xviii) take all information and copies of all documents other steps reasonably necessary to effect such the registration in compliance with of the Registrable Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registrationcontemplated hereby.
Appears in 2 contracts
Sources: Securities Purchase Agreement (General Devices Inc), Registration Rights Agreement (General Devices Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the MDCP Co-Investor Registrable Securities (or if there are no MDCP Co-Investor Registrable Securities, Registrable Securities) covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission 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 90 180 days and otherwise 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;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq and, if listed on the Nasdaq, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national market system security" within the meaning of Rule 11Aa2-1 of the SEC or, failing that, to secure Nasdaq authorization for such Registrable 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 Registrable Securities with the National Association of Securities Dealers;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the MDCP Co-Investor Registrable Securities (or if there are no MDCP Co-Investor Registrable Securities, Registrable Securities) being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a share split, a combination of shares or other recapitalization);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder 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;
(l) 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 shall otherwise cooperate use its best efforts promptly to obtain the withdrawal of such order;
(m) obtain a cold comfort letter from the Company's independent public accountants and an opinion from the Company's outside counsel, each in customary form and covering such matters of the type customarily covered by cold comfort letters and legal opinions, respectively, as the holders of a majority of the MDCP Co-Investor Registrable Securities (or if there are no MDCP Co-Investor Registrable Securities, Registrable Securities) being sold reasonably request;
(n) 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 to enable the sellers thereof to consummate the disposition of the Registrable Securities; and
(o) take such other actions—including causing such officers of the Company and its counsel Subsidiaries as are requested by the managing underwriters to participate in expediting "road shows" or similar marketing efforts conducted by such underwriters in connection with any underwritten offering pursuant hereto—as the effectiveness holders of any such registrationa majority of the MDCP Co-Investor Registrable Securities (or if there are no MDCP Co-Investor Registrable Securities, Registrable Securities) being sold reasonably request.
Appears in 2 contracts
Sources: Registration Rights Agreement (JSG Acquisitions I), Registration Rights Agreement (JSG Acquisitions I)
Registration Procedures. Whenever the holders Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will NationsRent shall use its best reasonable 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 NationsRent shall as expeditiously as possible:
(a) prepare and as soon as reasonably practicable file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable Securities, Securities and use its best reasonable efforts to cause such registration statement to become and remain effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will NationsRent shall furnish to the counsel selected by the holders Holders of at least a majority (by number of shares) of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each seller of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission 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 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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 in such jurisdictions (provided, provided that the Company will NationsRent 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the request of any such seller, the Company will NationsRent shall promptly 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 misleadingmisleading in light of the circumstances under which they were made;
(f) use its best reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by of the Company same class 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) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions (including, without limitation, causing at least one member of senior management of NationsRent to participate in any "road show" or "road shows") as the holders sellers of at least a majority (by number of shares) of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and;
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 CompanyNationsRent, and cause the CompanyNationsRent's officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best reasonable efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its stockholders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of NationsRent's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) if and to the rules extent that any seller of Registrable Securities, in its sole and regulations thereunder exclusive judgment, might be deemed to be an underwriter or a controlling person of NationsRent, permit such seller to participate in the preparation of such registration or comparable statement and shall otherwise cooperate with require the Company insertion therein of material, furnished to NationsRent in writing, which in the reasonable judgment of such seller and its counsel should be included;
(l) in expediting 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 Common Stock included in such registrationregistration statement for sale in any jurisdiction, use its best reasonable efforts promptly to obtain the withdrawal of such order;
(m) use its best 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 sellers thereof to consummate the disposition of such Registrable Securities; and
(n) furnish to each Holder of Registrable Securities a cold comfort letter from NationsRent's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the sellers of at least a majority (by number of shares) of the Registrable Securities being sold reasonably request, in form and substance reasonably satisfactory to such Holder. NationsRent will not file any registration statement or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by reference and proposed to be filed after the initial filing of the registration statement) to which the Holders of at least a majority (by number of shares) of Registrable Securities covered by such registration statement or the underwriter or underwriters, if any, shall reasonably object, provided that NationsRent may file such document in a form required by law upon the advice of its counsel.
Appears in 2 contracts
Sources: Registration Rights Agreement (Kirk James L), Registration Rights Agreement (Nationsrent Inc)
Registration Procedures. Whenever the holders of Registrable Securities have Brazil Minerals has requested that any Registrable Securities be registered pursuant to this Registration Agreement, the Company Jupiter Gold will use its 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 Jupiter Gold will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, which registration statement will state that Brazil Minerals may sell such Registrable Securities either under such registration statement or, at Brazil Minerals' proper request, pursuant to Rule 144 (or any similar rule then in effect), and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company Jupiter Gold will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement Brazil Minerals copies of all such documents proposed to be filed, which documents will be subject to the review and approval of 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 to keep such registration statement effective for a the period of not less than 90 days set forth in Section 3(k) hereof 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities Brazil Minerals such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller Brazil Minerals may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerSecurities;
(d) use its best efforts to register or qualify such Registrable Securities covered by such registration under such other securities or blue sky laws of such jurisdictions as any seller Brazil Minerals reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller Brazil Minerals to consummate the disposition in such jurisdictions of the Registrable Securities owned as requested by such seller Brazil Minerals (provided, provided that the Company Jupiter Gold 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, Brazil Minerals at any 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 contains an untrue statement of a material fact or omits to state any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company Jupiter Gold will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus (or any document incorporated therein by reference) will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company Jupiter Gold are then listedlisted or quoted;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, Brazil Minerals reasonably request requests in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, using its best efforts to effect a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable SecuritiesBrazil Minerals, any underwriter participating in any disposition pursuant to this Agreementsuch 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 CompanyJupiter Gold, and cause the CompanyJupiter Gold'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. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the applicable rules and regulations thereunder of the Commission, and shall otherwise cooperate make generally available to its security holders, earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of any 12 month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold and (ii) beginning with the Company and its counsel in expediting first month of Jupiter Gold's first fiscal quarter commencing after the effectiveness effective date of any the registration statement, which statements shall cover said 12 month periods; and
(k) keep each registration statement effective for a period of one year after the effective date of such registrationregistration statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Jupiter Gold Corp), Registration Rights Agreement (Jupiter Gold Corp)
Registration Procedures. Whenever the holders of Registrable Securities have requested Holder requests that any of its Registrable Securities Common Shares be registered pursuant to this Agreement, the Company will shall use its best efforts to effect the registration and the sale of such Registrable Securities Common Shares in accordance with the intended method methods of disposition thereof, and pursuant thereto the Company will shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement Registration Statement with respect to such Registrable Securities, Common Shares and use its best efforts to cause such registration statement Registration Statement to become effective (provided that as soon as practicable thereafter; and before filing a registration statement Registration Statement or prospectus Prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by Shareholder and the holders of a majority of the Registrable Securities covered by such registration statement underwriter or underwriters, if any, copies of all such documents proposed to be filed, which including documents will be subject incorporated by reference in the Prospectus and, if requested by the Shareholder, the exhibits incorporated by reference, and the Shareholder shall have the opportunity to object to any information pertaining to the review of Shareholder that is contained therein and the Company will make the corrections reasonably requested by the Shareholder with respect to such counsel)information prior to filing any Registration Statement or amendment thereto or any Prospectus or any supplement thereto;
(b) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a such period as is necessary to complete the distribution of not less than 90 days the securities covered by such Registration Statement and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) furnish to each seller of such Registrable Securities Common Shares such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities Common Shares owned by such seller;
(d) use its best commercially reasonable efforts to remain eligible to file registration statements on Form S-3 or any successor thereto then available, and if applicable to utilize “well known seasoned issuer status”, and to register or qualify such Registrable Securities Common Shares under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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 Common Shares owned by such seller (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 subparagraphsubparagraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable SecuritiesCommon Shares, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening occurrence of any event as a result of which the prospectus Prospectus included in such registration statement Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will and prepare a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of that such Registrable Securities, such prospectus will Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by in the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date case of such registration statement;
(h) an underwritten offering, enter into such customary agreements together with the Operating Partnership (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable SecuritiesCommon Shares (including, without limitation, effecting a stock split or a combination of shares and making members of senior management of the Company available to participate in, and cause them to cooperate with the underwriters in connection with, “road-show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Common Shares)) and cause to be delivered to the underwriters and the sellers, if any, opinions of counsel to the Company and the Operating Partnership in customary form, as well as closing certificates and other customary documents covering such matters as are customarily covered by opinions for and certificates in an underwritten public offering as the underwriters may request and addressed to the underwriters and the sellers; andprovided, however, that notwithstanding anything else contained in this Agreement, the Company shall not be obligated to effect an aggregate of more than three underwritten offerings or participate in more than two “road shows” (which, for the purposes of this sentence shall not include presentations that involve only telephonic or internet-based marketing and do not require any travel by the Company’s management) in any twenty-four (24) month period, and not more than one underwritten offering every six (6) months under this Agreement or under the Other Registration Rights Agreement; and provided further, however, that if an underwritten public offering (including a public sale to a registered broker-dealer) is effected at the request of Apollo, the Shareholder shall have the right to participate in such offering and Apollo shall have the right to participate in any underwritten public offering effected at the request of the Shareholder under this Agreement; and if the managing underwriters or broker-dealers of any such underwritten offering advise Apollo in writing that in their opinion the number of Registrable Common Shares proposed to be included in any such offering exceeds the number of securities that can be sold in such offering and/or that the number of Registrable Common Shares proposed to be included in any such offering would materially adversely affect the price per share of the Company’s equity securities to be sold in such offering, Apollo and the Shareholder shall include in such offering only the number of Registrable Common Shares that, in the opinion of such managing underwriters (or registered broker-dealer), can be sold. If the number of shares that can be sold exceeds the number of Registrable Common Shares proposed to be sold, such excess shall be allocated pro rata among the holders of Common Shares desiring to participate in such offering based on the amount of such Common Shares initially requested to be registered by such holders or as such holders may otherwise agree. Only Apollo and the Shareholder and their affiliates holding Registrable Common Shares shall be entitled to participate in any public underwritten offerings pursuant to this Agreement with respect to Registrable Common Shares (which for purposes of this paragraph (f) includes Registrable Common Shares as defined in the Other Registration Rights Agreement). If either of the Shareholder or Apollo determines not to participate in an underwritten offering with respect to which it is entitled hereunder to participate in hereunder or under the Other Registration Rights Agreement, then the non-participating party shall agree to such lockup period with respect to its Common Shares as the managing underwriters or broker dealer deems reasonably necessary for purposes of effecting the public offering.
(ig) make available available, for inspection by any seller of such Registrable SecuritiesCommon Shares, any underwriter participating in any disposition pursuant to this Agreementsuch 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 ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;
(h) to use its best efforts to cause all such Registrable Common Shares to be listed on each securities exchange on which securities of the same class issued by the Company are then listed or, if no such similar securities are then listed, on Nasdaq or a national securities exchange selected by the Company;
(i) provide a transfer agent and registrar for all such Registrable Common Shares not later than the effective date of such Registration Statement;
(j) if requested, cause to be delivered, immediately prior to the effectiveness of the Registration Statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Common Shares sold pursuant thereto), letters from the Company’s independent certified public accountants addressed to the Shareholder (unless the Shareholder does not provide to such accountants the appropriate representation letter required by rules governing the accounting profession) and each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with primary or secondary underwritten public offerings, as the case may be;
(k) make generally available to its shareholders a consolidated earnings statement (which need not be audited) for the 12 months beginning after the effective date of a Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act;
(l) promptly notify the Shareholder and the underwriter or underwriters, if any:
(i) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement 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 SEC comments applicable to the Registration Statement or Prospectus or written request from the SEC for any amendments or supplements to the Registration Statement or Prospectus;
(iii) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Common Shares for sale under the applicable securities or blue sky laws of any jurisdiction;
(v) of the existence of, any fact or the happening of any event that makes any statement of material fact made in any registration statement filed pursuant to this Agreement or related prospectus untrue in any material respect, or that requires the making of any changes in such registration statement so that, in the case of the registration statement. In connection with , it will not contain any Demand Registration untrue statement of a material fact or Piggyback Registrationomit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and that, in the holders case of Registrable Securities the prospectus, such prospectus will expeditiously supply 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 determination by the Company with all information and copies of all documents reasonably necessary that a post-effective amendment to effect such a registration in compliance statement filed pursuant to this Agreement will be filed with the SEC. The Company shall file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations thereunder adopted by the SEC thereunder, and shall otherwise cooperate take such further action as the Shareholder may reasonably request, all to the extent required to enable the Shareholder to be eligible to sell Registrable Common Shares pursuant to Rule 144 (or any similar rule then in effect). In connection with any registration pursuant to which any of a Holder’s Registrable Common Shares is to be sold, the Company may require that the Holder furnish to the Company any other information regarding the Holder and its counsel the distribution of such securities as the Company may from time to time reasonably request in expediting writing. The Holders agree by having their stock treated as Registrable Common Shares hereunder that, upon notice of the effectiveness happening of any event described in l(v) above (a “Suspension Notice”), the Holders will forthwith discontinue disposition of Registrable Common Shares until the Shareholder is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 5(e) hereof, and, if so directed by the Company, the Holders will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in the Holder’s possession, of the Prospectus covering such registrationRegistrable Common Shares current at the time of receipt of such notice; provided, however, that such postponement of sales of Registrable Common Shares shall not exceed ninety (90) days in the aggregate in any one year; provided, further, however, that not later than the last day of such ninety (90) day period or such shorter period as may apply, the Company shall have provided to the Holders a supplemented or amended Prospectus as contemplated by Section 5(e) hereof. If the Company shall give any notice to suspend the disposition of Registrable Common Shares pursuant to a Prospectus, the Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date the Shareholder either is advised by the Company that the use of the Prospectus may be resumed or receives the copies of the supplemented or amended Prospectus contemplated by Section 5(e). In any event, the Company shall not be entitled to deliver more than one (1) Suspension Notice in any one year.
Appears in 2 contracts
Sources: Registration Rights Agreement (Lexington Realty Trust), Registration Rights Agreement (Vornado Realty Trust)
Registration Procedures. Whenever If and whenever the holders of Registrable Securities have requested request that the offer and sale of any Registrable Securities be registered under the Securities Act pursuant to the provisions of this Agreement, the Company will shall use its reasonable best efforts to effect the registration Registration of the offer and the sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof, and pursuant thereto the Company will shall, as expeditiously as possibleapplicable:
(a) prepare and file with the Securities and Exchange Commission SEC as soon as is reasonably practicable a registration statement with respect to Registration Statement covering such Registrable Securities, Securities and use its reasonable best efforts to cause such registration statement Registration Statement to become be declared effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the and remain effective until all Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)Registration Statement have been sold;
(b) prepare and file with the Securities and Exchange Commission SEC such amendments, post-effective amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of not less than 90 days distribution set forth in such Registration Statement or supplement to the Prospectus and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period Registrable Securities in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such Registration (or counsel designated by the majority-in-interest of the participating holders) copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the underwriters and the holders of Registrable Securities included in such Registration may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such holders. It is understood that the foregoing documents will be subject to the review of such holder or such counsel (it being acknowledged and agreed that if a holder does not object to or comment on the aforementioned documents within such two Business Days then the holder shall be deemed to have consented to and approved the use of such documents);
(d) notify each selling holder of Registrable Securities, 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 with the SEC;
(e) furnish to each seller selling holder of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein), and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(df) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky sky” laws of such jurisdictions as any seller selling holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (holders; provided, that the Company will shall not be required to (i) qualify generally to do business business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 4(f);
(eg) notify each seller selling holder of such Registrable Securities, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which that would cause the prospectus Prospectus included in such registration statement contains Registration Statement to contain an untrue statement of a material fact or omits omit any fact necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such sellerholder, the Company will shall prepare a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the 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) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) make available for inspection by any seller selling holder of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, such Registration Statement and any attorney, accountant or other agent retained by any such seller holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration statement. In Registration Statement;
(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such Registration;
(j) cause such Registrable Securities to be listed on each securities exchange or automated quotation system on which the Common Stock is then listed;
(k) in connection with any Demand Registration an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or Piggyback Registration, the managing underwriter of such offering reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(l) notify the holders of Registrable Securities will expeditiously supply promptly of any request by the Company with all information and copies SEC for the amending or supplementing of all documents reasonably necessary to effect such registration in compliance with Registration Statement or Prospectus or for additional information;
(m) advise the Securities Act and holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the rules and regulations thereunder and shall otherwise cooperate with issuance of any stop order by the Company and its counsel in expediting SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such registrationpurpose and promptly use its 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; and
(n) otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the holders, in connection with such Registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Female Health Co), Merger Agreement (Female Health Co)
Registration Procedures. Whenever the holders Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its best commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition distribution thereof, and pursuant thereto the Company will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become and remain effective, including, without limitation, filing of post-effective (provided that before filing a amendments and supplements to any registration statement or prospectus or any amendments or supplements thereto, necessary to keep the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)current;
(b) as expeditiously as reasonably possible, prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective for a period of not less than 90 days 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 and to keep each registration and qualification under this Agreement effective (and in accordance compliance with the intended methods Securities Act) by such actions as may be necessary or appropriate for a period of disposition by one hundred fifty (150) days after the sellers thereof set forth in effective date of such registration statementstatement if such date is less than one year from the date hereof, and for a period of one year from the effective date, if such date is one year or more from the date hereof (unless all securities covered by such registration statement are sooner disposed of), all as requested by such Holder or Holders;
(c) as expeditiously as reasonably possible furnish to each seller of the Holders such Registrable Securities such number numbers of copies of such registration statementa prospectus, each amendment and supplement thereto, the prospectus included in such registration statement (including each a preliminary prospectus) , in conformity with the requirements of the Securities Act, and such other documents as such seller they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them in accordance with the plan of distribution provided for in such sellerregistration statement;
(d) as expeditiously as reasonably possible use its best efforts to register or and qualify the securities covered by such Registrable Securities registration statement under such other securities or “blue sky sky” laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may shall be reasonably necessary or advisable to enable such seller to consummate appropriate for the disposition in such jurisdictions distribution of the Registrable Securities owned securities covered by such seller (providedthe registration statement, provided that the Company will shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subsection (iid) to file a general consent to service of process in any such jurisdiction or subject itself to taxation in any such jurisdiction, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the securities shall be qualified shall require by law or (iii) consent regulation that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling stockholders, then such expenses shall be payable by selling stockholders pro rata, to general service of process in any the extent required by such jurisdiction);
(e) notify each seller Holder of Registrable Securities covered by such Registrable Securitiesregistration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made (provided that upon such notification, andeach Holder agrees not to sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company at the time held by such Holder or any interest or future interest therein until such statement or omission has been corrected, and there shall be added to the period during which the Company is obligated to keep such registration effective the number of days for which such sales or other transfers or dispositions were suspended), and at the request of any such sellerHolder promptly prepare and furnish, the Company will prepare without charge, to such seller or Holder a reasonable number of copies of a supplement or amendment to such prospectus or an amendment of such registration statement as may be necessary 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 misleadingmisleading in the light of the circumstances under which they were made;
(f) cause all such notify the Holders of Registrable Securities to be listed on each securities exchange on which similar securities issued covered by such registration statement promptly and, if requested, confirm such notice in writing, of the issuance by the Company are then listedSEC of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose and use best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(g) provide a transfer agent otherwise use its best efforts to comply with all applicable rules and registrar for all such Registrable Securities regulations of the SEC, and make available to its stockholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months but not later more than eighteen (18) months, beginning with the first full calendar month after the effective date of such registration statement;, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 thereunder; and
(h) enter into such customary agreements (including an underwriting agreement in customary form) and take use its best efforts to list all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) make available for inspection covered by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with statement on any Demand Registration or Piggyback Registration, the holders securities exchange on which any class of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registrationsimilar securities is then listed.
Appears in 2 contracts
Sources: Registration Rights Agreement (Insight Health Services Holdings Corp), Registration Rights Agreement (Insight Health Services Holdings Corp)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities within 120 days (in connection with an initial Public Offering) or 60 days (in connection with all other Public Offerings) and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);
(b) promptly notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel in expediting should be included; and
(l) the effectiveness Company agrees to file all reports and supplements which are required to be filed by the Company under the Securities Act so that it may be eligible to effect any registration of Registrable Securities on Form S-3 or any comparable form, successor form or other form if such registrationform is available for use by the Company.
Appears in 2 contracts
Sources: Registration Rights Agreement (Great Lakes Dredge & Dock Corp), Investor Rights Agreement (Aldabra Acquisition CORP)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 expeditiously as possibleshall promptly:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 one hundred eighty (180) days or such lesser period until all Registrable Securities included in such registration statement are sold 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) 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;
(e) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);
(f) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 1.1
(a) of the Securities Act and Rule 158 thereunder;
(g) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material factor omits any fact necessary to make the statements therein not misleading, and, 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 shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(h) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will shall not be required to to
(i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;
(gi) provide a transfer agent and registrar and a CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(ij) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registration.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Soundbite Communications Inc), Investors' Rights Agreement (Soundbite Communications Inc)
Registration Procedures. Whenever the holders Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its best efforts to effect the registration and of the sale resale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will shall as expeditiously soon as possiblepracticable:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to the resale of such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and consent of such counsel);
(b) notify each Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission 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 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller Holder reasonably requests 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 the sellers in such seller jurisdictions (provided, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the 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) enter into such customary underwriting agreements (including an underwriting agreement in customary formcontaining terms acceptable to the Company) and take all such other actions as the holders Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securitiesrequest; and
(i) make available for inspection during normal business hours by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Dominion Bridge Corp), Registration Rights Agreement (American Eco Corp)
Registration Procedures. Whenever the holders of Registrable Securities a Holder or Holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its 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 expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities (which shall be effected within 30 days of a request in the case of a registration under Section 2(a)) and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review of 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 to keep such registration statement effective for a such period of not less than 90 days and comply with the provisions of the Securities Act with respect as is necessary to complete 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 such period shall not exceed 90 days unless the registration statement is a Shelf Registration Statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which that 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, 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act,(i) of the happening occurrence of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein therein, in light of the circumstances under which made, not misleading, and, and at the request of any such seller, the Company will prepare 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 fact necessary to make the statements therein therein, in light of the circumstances under which made, not misleading; or (ii) of the issuance by the 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; PROVIDED, HOWEVER, that the Company shall not be required to notify a seller of Registrable Securities of the occurrence of any event described in clause (i) hereof that relates to a prospectus contained in a Shelf Registration Statement unless within the 30 days prior thereto the seller has given the Company notice of its intention to offer or sell Registrable Securities pursuant to Section 5(e) below;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company that are of the same class as the Registrable Securities 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) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, underwriter all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors directors, employees and employees independent certified public accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of ;
(i) use its best efforts to cause such Registrable Securities will expeditiously supply the Company covered by such registration statement to be registered with all information and copies of all documents reasonably or approved by such other governmental agencies or authorities as may be necessary to effect enable the sellers thereof to consummate the disposition of such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registration.Registrable Securities;
Appears in 2 contracts
Sources: Registration Rights Agreement (Vysis Inc), Registration Rights Agreement (Vysis Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the legal counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASDAQ National Market or other automated quotation system;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ; and
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registrationRule 158 thereunder.
Appears in 2 contracts
Sources: Registration Agreement (Lyon Investments B V), Registration Agreement (Derby Cycle Corp)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq and, if listed on the Nasdaq, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure Nasdaq authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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;
(l) in expediting 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 common stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) obtain a cold comfort letter 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 of a majority of the Registrable Securities being sold reasonably request; and
(n) 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 to enable the sellers thereof to consummate the disposition of the Registrable Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Si International Inc), Registration Rights Agreement (Si International Inc)
Registration Procedures. Whenever If (and on each occasion that) the holders Company shall become obligated to effect any registration of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreementhereunder, the Company will use its best efforts in good faith to effect promptly the registration of such Registrable Securities under the Securities Act and to permit the public offering and sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto and, in connection therewith, the Company will Company, as expeditiously as shall be reasonably possible, will:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, and use its best efforts in good faith to cause such registration statement to become and remain effective (as provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)herein;
(b) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used included in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days and as maybe necessary or advisable to comply in all material respects 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 or as may be necessary to keep such registration statementstatement effective and current, but for no longer than nine (9) months subsequent to the effective date of such registration;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) ), and such other documents as any such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned held by such seller;
(d) enter into such customary agreements and take all such other action in connection therewith as the Holders of 51% or more of the Registrable Securities being registered reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(e) use its best efforts in good faith to register or and qualify such the Registrable Securities covered by such registration statement under such other securities or blue sky Blue Sky laws of such jurisdictions as any seller shall reasonably requests request and do any and all such other acts and things which as may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned held by such seller (seller; provided, however, that the Company will shall not be required in connection therewith to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) file a general consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, ; and, at the request of any such seller, the Company will prepare 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities furnish to be listed on each securities exchange on which similar securities issued by prospective seller a signed counterpart, addressed to the Company are then listed;
prospective sellers, of (gi) provide a transfer agent and registrar an opinion of counsel for all such Registrable Securities not later than the Company, dated the effective date of such the registration statement;
(h) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, and any attorney, accountant or other agent retained (ii) a "comfort" letter signed by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause independent public accountants who have certified the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent financial statements included in connection with such the registration statement. In connection , covering substantially the same matters with any Demand Registration or Piggyback Registration, respect to the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act statement (and the rules prospectus included therein) and regulations thereunder and shall otherwise cooperate (in the case of the "comfort" letter) with respect to events subsequent to the Company and its counsel in expediting date of the effectiveness financial statements, as are customarily covered (at the time of any such registration) in opinions of issuer's counsel and in "comfort" letters delivered to the underwriters in underwritten public offerings of securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Bpi Packaging Technologies Inc), Securities Purchase Agreement (Bpi Packaging Technologies Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will 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, and pursuant thereto the Company will shall as expeditiously as possible:
(a) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Securities and Exchange Commission a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities, Securities and use its best commercially reasonable efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Investor Registrable Securities Securities, on the one hand, and the holders of a majority of the Other Registrable Securities, on the other hand, covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of each such counsel), and include in any Short-Form Registration such additional information reasonably requested by a majority of the Registrable Securities registered under the applicable registration statement, or the underwriters, if any, for marketing purposes, whether or not required by applicable securities laws;
(b) notify in writing each holder of Registrable Securities to be sold thereunder of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such 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;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, subparagraph or (ii) subject itself consent to taxation general service of process in any such jurisdiction or (iii) consent subject itself to general service of process taxation in any such jurisdiction);
(e) notify in writing each seller of such Registrable Securities, (i) promptly after it receives notice thereof, of the date and time when such registration statement 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, (ii) 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 (iii) at any 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) prepare and file promptly with the Securities and Exchange Commission, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, when any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would 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, and, in case an of such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Company shall use its commercially reasonable efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;
(g) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into and perform such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Investor Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, participation in “road shows,” investor presentations and marketing events and effecting a stock split or a combination of shares);
(ij) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In ;
(k) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback RegistrationRegistration hereunder 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;
(1) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(m) permit any holder of Registrable Securities which holder, in its sole and exclusive 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;
(n) use its reasonable best efforts to prevent 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 equity securities included in such registration statement for sale in any jurisdiction, and in the event of the issuance of any such stop order or other such order the Company shall advise such holders of Registrable Securities will expeditiously supply of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and shall use its commercially reasonable efforts promptly to obtain the Company withdrawal of such order;
(o) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with all information and copies of all documents reasonably or approved by such other governmental agencies or authorities as may be necessary to effect enable the sellers thereof to consummate the disposition of such Registrable Securities;
(p) obtain a cold comfort letter 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 of a majority of the Investor Registrable Securities being sold reasonably request (provided that such Investor Registrable Securities constitute at least 10% of the securities covered by such registration statement); and
(q) 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 compliance with customary form and covering such matters of the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness type customarily covered by legal opinions of any such registrationnature.
Appears in 2 contracts
Sources: Registration Agreement (Atlassian Corp PLC), Registration Agreement (Atlassian Corp PLC)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq and, if listed on the Nasdaq, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure Nasdaq authorization for such Registrable 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 Registrable Securities with the National Association of Securities Dealers (the "NASD");
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split, a combination of shares, or other recapitalization);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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;
(l) in expediting 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 Common Stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering the matters customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request; and
(n) 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 to enable the sellers thereof to consummate the disposition of the Registrable Securities (including using its best efforts to take all such actions as may be necessary to enable the sellers of such Registrable Securities to trade such Registrable Securities on all non-U.S. securities exchanges or markets on which Registrable Securities may then be listed or traded, in accordance with all applicable securities laws or regulations).
Appears in 2 contracts
Sources: Registration Agreement (Comple Tel Europe Nv), Registration Agreement (Comple Tel Europe Nv)
Registration Procedures. Whenever the holders of Registrable Securities Offerors have requested that any Registrable Securities be registered pursuant to this Agreement, the Company Issuer will use its 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 Issuer will as expeditiously as possibleexpeditiously:
(a1) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become and remain effective (for a period of not less than three months; provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company Issuer will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by Offerors requesting such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)counsel before such filing is made, and Issuer will comply with any reasonable request made by such counsel to make changes to the extent such documents do not comply in all material respects with the Securities Act;
(b2) prepare and file with the Securities and Exchange Commission 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 90 days three months and to 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;
(c3) furnish to each seller of such Registrable Securities such number of conformed copies of such registration statement, each amendment and supplement theretothereto (in each case including all exhibits), the prospectus included in such registration statement (including each preliminary prospectus) and such other customary documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d4) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company Issuer 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process except as required by the securities or blue sky laws in any such jurisdiction);
(e5) notify each seller of such Registrable Securities, Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which Issuer's becoming aware that the prospectus included in such registration statement statement, as then in effect, contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the written request of any such seller, the Company Issuer will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers Purchaser of such Registrable Securities, 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 not misleadingmisleading in light of the circumstances under which they were made;
(f6) use its best efforts to cause all such Registrable Securities covered by such registration statement to be listed or quoted on each the principal securities exchange or national automated quotation system, if any, on which similar securities issued by the Company Issuer are then listed;listed or quoted.
(g7) provide 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;
(h8) in the event the offering is an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the independent public accountants for Issuer in customary form and covering such matters of the type customarily covered by such letters;
(9) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i10) upon execution and delivery of such customary confidentiality agreements as Issuer shall reasonably request, make available for inspection by any seller of Registrable Securities covered by such Registrable Securitiesregistration statement, any underwriter participating in any disposition pursuant to this Agreementsuch registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the CompanyIssuer, and cause the CompanyIssuer's officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, Issuer will make generally available to the holders of Registrable Securities will expeditiously supply an earnings statement (which need not be audited) for the Company with twelve months beginning after the effective date of a registration statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy Section 11(a) of the Securities Act. Issuer will, at all information and copies of all documents reasonably necessary to effect such times after Issuer has filed a registration in compliance statement with the SEC pursuant to the requirements of either the Securities Act or the Exchange Act, file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations thereunder adopted by the SEC thereunder, and shall otherwise cooperate take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to be eligible to sell Registrable Securities pursuant to Rule 144 adopted by the SEC under the Securities Act, as such rule may be amended from time to time, or any successor rule or regulation hereafter adopted by the SEC. Upon request, Issuer will deliver to holders of Registrable Securities a written statement as to whether it has complied with the Company and its counsel in expediting the effectiveness of any such registrationrequirements.
Appears in 2 contracts
Sources: Securities Purchase Agreement (East West Communications Inc), Securities Purchase Agreement (Omnipoint Corp \De\)
Registration Procedures. Whenever the holders of Registrable Securities Offerors have requested that any Registrable Securities be registered pursuant to this Agreement, the Company Issuer will use its 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 Issuer will as expeditiously as possibleexpeditiously:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become and remain effective (for a period of not less than three months; provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company Issuer will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by Offerors requesting such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)counsel before such filing is made, and Issuer will comply with any reasonable request made by such counsel to make changes to the extent such documents do not comply in all material respects with the Securities Act;
(b) prepare and file with the Securities and Exchange Commission 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 90 days three months and to 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;
(c) furnish to each seller of such Registrable Securities such number of conformed copies of such registration statement, each amendment and supplement theretothereto (in each case including all exhibits), the prospectus included in such registration statement (including each preliminary prospectus) and such other customary documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company Issuer 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process except as required by the securities or blue sky laws in any such jurisdiction);
(e) notify each seller of such Registrable Securities, Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which Issuer's becoming aware that the prospectus included in such registration statement statement, as then in effect, contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the written request of any such seller, the Company Issuer will prepare 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 necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(f) use its best efforts to cause all such Registrable Securities covered by such registration statement to be listed or quoted on the principal securities exchange or national automated quotation system on which similar securities issued by Issuer are then listed or quoted or, if not then listed or quoted, use its best efforts to cause such Registrable Securities to be listed on each a national securities exchange or quoted on which similar securities issued by the Company are then listeda national automated quotation system;
(g) provide 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;
(h) in the event the offering is an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the independent public accountants for Issuer in customary form and covering such matters of the type customarily covered by such letters;
(i) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(ij) upon execution and delivery of such customary confidentiality agreements as Issuer shall reasonably request, make available for inspection by any seller of Registrable Securities covered by such Registrable Securitiesregistration statement, any underwriter participating in any disposition pursuant to this Agreementsuch registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the CompanyIssuer, and cause the CompanyIssuer's officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, Issuer will make generally available to the holders of Registrable Securities will expeditiously supply an earnings statement (which need not be audited) for the Company with twelve months beginning after the effective date of a registration statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy Section 11(a) of the Securities Act. Issuer will, at all information and copies of all documents reasonably necessary to effect such times after Issuer has filed a registration in compliance statement with the SEC pursuant to the requirements of either the Securities Act or the Exchange Act, file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations thereunder adopted by the SEC thereunder, and shall otherwise cooperate take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to be eligible to sell Registrable Securities pursuant to
(i) Rule 144 adopted by the SEC under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC or (ii) a registration statement on Form S-2 or S-3 or any similar registration form hereafter adopted by the SEC. Upon request, Issuer will deliver to holders of Registrable Securities a written statement as to whether it has complied with the Company and its counsel in expediting the effectiveness of any such registrationrequirements.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Voicestream Wireless Corp), Securities Purchase Agreement (Voicestream Wireless Holding Corp)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file promptly (and no later than 45 days after receipt of the initial request) with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)effective;
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 120 days and to 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;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraphSection 4(d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will shall prepare a supplement or amendment to such prospectus and/or registration statement 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange or the National Association of Securities Dealers (the "NASD") automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a "national market system security" of The Nasdaq Stock Market within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure The Nasdaq Stock Market's authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such the first registration statementstatement relating to Registrable Securities or securities of any class of the Company;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, effecting a unit split, stock split, combination of units, combination of shares, recapitalization or reorganization);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company, and cause the Company's officers, directors directors, employees, agents, representatives and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its reasonable best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) in the rules and regulations thereunder and shall otherwise cooperate with event of the Company and its counsel in expediting 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 equity securities included in such registrationregistration statement for sale in any jurisdiction, use its best efforts promptly to obtain the withdrawal of such order;
(l) 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; provided that the Company shall not be required, in connection therewith or as a condition thereto, to qualify to do business or to file a general consent to service of process in any state or jurisdiction;
(m) if the underwriters so request, use its reasonable best efforts to obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters, which letter shall be addressed to the underwriters; and
(n) if the underwriters so request, use its reasonable best efforts to obtain an opinion from the Company's outside counsel in customary form and covering such matters of the type customarily covered by such opinions, which opinion shall be addressed to the underwriters.
Appears in 2 contracts
Sources: Registration Agreement (Appliance Warehouse of America Inc), Registration Agreement (Coinmach Corp)
Registration Procedures. Whenever the holders Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its best efforts in good faith to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto in furtherance hereof, the Company will shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts in good faith to cause such registration statement to become effective (provided and remain effective; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders Participating Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each Participating Holder of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days and comply with the provisions of the Securities 1933 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;
(c) furnish to each seller of such Registrable Securities Participating Holder such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerHolder;
(d) use its best efforts in good faith to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller Participating Holder reasonably requests 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 Holder (provided, provided that the Company will 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable SecuritiesParticipating Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such sellerseller or by its own initiative, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed or admitted to trading on each securities exchange on which similar securities issued by the Company are then listedlisted or admitted for trading or, if not so listed or admitted for trading, then on at least one securities exchange or quotation system on which securities of companies similar to the Company are then listed or admitted for trading, and, if admitted for trading on the Over the Counter Bulletin Board or BBX, use its best efforts in good faith (i) to either (x) secure designation of all such Registrable Securities covered by such registration statement, if and to the extent eligible for such designation, as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or (y) secure trading on the NASDAQ "SmallCap" market and, without limiting the generality of the foregoing, and (ii) to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) furnish to each Participating Holder a signed counterpart, addressed to such Participating Holder, of (i) an opinion of counsel for the Company, dated the effective date of the registration statement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in the registration statement, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the comfort letter, with respect to events subsequent to the date of the financial statements), as are customarily covered (at the time of such registration) in opinions of issuer's counsel and in comfort letters delivered to the underwriters in underwritten public offerings of securities. If and to the extent that any registration relates to an underwritten public offering, such opinion and comfort letter shall be sufficient if it is in the form acceptable to the managing underwriter thereof.
(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders Participating Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and;
(ij) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties the event of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by issuance of any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting 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 Common Stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts in good faith promptly to obtain the withdrawal of such order.
Appears in 2 contracts
Sources: Note Purchase Agreement (Theglobe Com Inc), Note Purchase Agreement (Theglobe Com Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that effective; PROVIDED THAT before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 one hundred eighty (180) days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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 seller; PROVIDED THAT the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national market system security" within the meaning of Rule 11 Aa2-1 promulgated pursuant to the Securities Exchange Act or, failing that, to secure Nasdaq authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and;
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as, soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 1 l(a) of the Securities Act and Rule 158 thereunder;
(k) 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 rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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;
(l) in expediting 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 Common Stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order; and
(m) obtain a comfort letter, addressed to the holders of the Registrable Securities covered by the registration statement, from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Ditech Corp), Asset Purchase Agreement (Ditech Corp)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) 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 and, if not so listed, use its best efforts to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 1lAa2-1 of the Securities and Exchange Commission or, failing that, to use its best efforts to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to use its best efforts to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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; and
(l) in expediting 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 common stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order.
Appears in 2 contracts
Sources: Registration Agreement (Cosi Inc), Registration Agreement (Zam Holdings L P)
Registration Procedures. In order to participate in a registration by selling Total Registrable Securities in the related offering pursuant to Section 9 or Section 10, a holder of Total Registrable Securities shall be required to enter into, and sell its Total Registrable Securities only pursuant to, the underwriting agreement reasonably acceptable to such holder (which may include, for avoidance of doubt, provisions for indemnification as set forth in Section 14B), and shall take such other actions as may be reasonably necessary to effect such holder’s participation in the offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard. Whenever the holders of Total Registrable Securities have requested that any Total Registrable Securities be registered pursuant to this AgreementSection 9, the Company will use its best efforts to effect the registration and the sale of such Total Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will as expeditiously as reasonably possible:
(ai) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Total Registrable Securities, Securities and thereafter use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Total Registrable Securities covered by included in such registration statement copies of all such documents proposed to be filed, which documents will filed three (3) Business Days shall be subject to the review of deemed sufficient time for such counselreview);
(bii) notify each holder of Total Registrable Securities participating in such offering of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission 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 (a) with respect to a Long-Form Registration, until the earlier to occur of sixty (60) days after the initial effectiveness of the registration statement or the completion of the distribution (including any over-allotment option) of the Total Registrable Securities registered under such registration statement 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 the sale of such Total Registrable Securities by an underwriter or dealer or such shorter period as will terminate when all of the Total Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition (but in any event not before the expiration of any longer period required under the Securities Act) or (b) with respect to a Short Form Registration, a period of not less more than 90 one hundred eighty (180) days after the initial effectiveness of the registration statement or the completion of the distribution (including any over-allotment option) of the Total Registrable Securities registered under such registration statement 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 the sale of Total Registrable Securities by an underwriter or dealer or such shorter period as will terminate when all of the Total Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period time as all of such Total 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;
(ciii) furnish to each seller of such Total Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Total Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Total Registrable Securities under such other securities or blue sky laws Laws of such jurisdictions as any seller reasonably requests and do any and all other reasonable acts and things which may be reasonably are necessary or reasonably advisable to enable such seller to consummate the disposition in such jurisdictions of the Total Registrable Securities owned by such seller (provided, however, that the Company will not be required to (ia) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 12(iv), (iib) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(ev) notify each seller of such Total Registrable Securities, 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 happening of any event as a result of which which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company will will, as soon as reasonably practicable, prepare and furnish to 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 Total Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(fvi) use its best efforts to cause all such Total Registrable Securities to be listed on each a national securities exchange on which similar securities issued by the Company are then listedor market;
(gvii) provide a transfer agent and registrar for all such Total Registrable Securities not later than the effective date of such registration statement;
(hviii) with respect to an underwritten offering, enter into such customary agreements (including an underwriting agreement in customary form) agreements and including, for the avoidance of doubt, provisions for indemnification by the Company as may be requested by the underwriters and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, managing underwriter(s) reasonably request in order to expedite or facilitate the disposition of such Total Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(iix) make available with reasonable advance notice during normal business hours for inspection by any seller of such Total Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(x) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 9(a) of the Securities Act and Rule 158 thereunder;
(xi) permit any holder of such Total Registrable Securities, which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel is required to be included;
(xii) in expediting 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 such registrationTotal Registrable 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;
(xiii) with respect to underwritten offerings, use its reasonable best efforts to obtain comfort letters, dated the effective date of such registration statement (and the date of the closing), signed by the Company’s independent certified public accountants (and, if necessary, any other certified public accountants of any business acquired by the Company for which financial statements and financial data are required to be included in the registration statement), in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter(s) in such public offering reasonably request; and
(xiv) with respect to underwritten offerings, as reasonably requested by the managing underwriter(s) of the offering, provide a legal opinion of the Company’s outside counsel, dated the date of the closing, with respect to the effective registration statement and 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. Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 12 shall not include publicly disclosing or making publicly available the Station Financials. The Company may require each seller of Total Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.
Appears in 2 contracts
Sources: Investor Rights Agreement (Lbi Media Inc), Investor Rights Agreement (Lbi Media Inc)
Registration Procedures. Whenever the holders a holder of Registrable Securities have has requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 thereto, the Company will shall, as expeditiously as possible:
(a) prepare and and, within 60 days after the end of the period within which requests for registration may be given to the Company (provided that the Company shall have an extension for any delay caused solely by any holder of Registrable Securities or his representatives or counsel), file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders for each holder of a majority of the Registrable Securities covered by to be included in such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counselcounsel for same);
(b) notify in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 days one year 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) 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller of Registrable Securities (provided, provided that the Company will 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 subparagraphSection 4(d), (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(e) promptly notify in writing 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the request of any holder of the Registrable Securities covered by such sellerregistration statement, the Company will shall promptly prepare 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 fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the 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) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreementsuch registration statement, and any attorney, accountant 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 directors, employees, and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant accountant, or agent in connection with such registration statement and assist and, at the request of any participating underwriter, use reasonable best efforts to cause such officers or directors to participate in presentations to prospective purchasers;
(h) in the event of the issuance of any stop order suspending the effectiveness of a registration statement. In connection , or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(i) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with any Demand Registration or Piggyback Registrationapproved by such other non-foreign governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(j) obtain one or more cold comfort letters, 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), 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 of a majority of the Registrable Securities will expeditiously supply being sold in such registered offering reasonably request (provided that such Registrable Securities constitute at least 30% of the Company with all information and copies of all documents reasonably necessary to effect securities covered by such registration statement); and
(k) provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement (or, 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 compliance with customary form and covering such matters of the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness type customarily covered by legal opinions of any such registrationnature.
Appears in 2 contracts
Sources: Registration Rights Agreement (Home Solutions of America Inc), Registration Rights Agreement (Home Solutions of America Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested Holder requests that any of its Registrable Securities Common Stock be registered pursuant to this Agreement, the Company will shall use its best efforts to effect the registration and the sale of such Registrable Securities Common Stock in accordance with the intended method methods of disposition thereof, and pursuant thereto the Company will shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement Registration Statement with respect to such Registrable Securities, Common Stock and use its best efforts to cause such registration statement Registration Statement to become effective (provided that as soon as practicable thereafter; and before filing a registration statement Registration Statement or prospectus Prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by Shareholder and the holders of a majority of the Registrable Securities covered by such registration statement underwriter or underwriters, if any, copies of all such documents proposed to be filed, which including documents will be subject incorporated by reference in the Prospectus and, if requested by the Shareholder, the exhibits incorporated by reference, and the Shareholder shall have the opportunity to object to any information pertaining to the review of Shareholder that is contained therein and the Company will make the corrections reasonably requested by the Shareholder with respect to such counsel)information prior to filing any Registration Statement or amendment thereto or any Prospectus or any supplement thereto;
(b) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a such period as is necessary to complete the distribution of not less than 90 days the securities covered by such Registration Statement and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) furnish to each seller of such Registrable Securities Common Stock such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities Common Stock owned by such seller;
(d) use its best commercially reasonable efforts to become and remain eligible to file registration statements on Form S-3 or any successor thereto then available, and if applicable to utilize “well known seasoned issuer status”, and to register or qualify such Registrable Securities Common Stock under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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 Common Stock owned by such seller (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 subparagraphsubparagraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable SecuritiesCommon Stock, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening occurrence of any event as a result of which the prospectus Prospectus included in such registration statement Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will and prepare a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of that such Registrable Securities, such prospectus will Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by in the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date case of such registration statement;
(h) an underwritten offering, enter into such customary agreements together with the Operating Partnership (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable SecuritiesCommon Stock (including, without limitation, effecting a stock split or a combination of shares and making members of senior management of the Company available to participate in, and cause them to cooperate with the underwriters in connection with, “road-show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Common Stock)) and cause to be delivered to the underwriters and the sellers, if any, opinions of counsel to the Company and the Operating Partnership in customary form, as well as closing certificates and other customary documents covering such matters as are customarily covered by opinions for and certificates in an underwritten public offering as the underwriters may request and addressed to the underwriters and the sellers; andprovided, however, that notwithstanding anything else contained in this Agreement, the Company shall not be obligated to effect an aggregate of more than three underwritten offerings or participate in more than two “road shows” (which, for the purposes of this sentence shall not include presentations that involve only telephonic or internet-based marketing and do not require any travel by the Company’s management) in any twenty-four (24) month period, and not more than one underwritten offering every six (6) months under this Agreement or under the Other Registration Rights Agreements; and provided further, however, that if an underwritten public offering (including a public sale to a registered broker-dealer) is effected at the request of Apollo or First Union under the Other Registration Rights Agreements, the Shareholder shall have the right to participate in such offering, and Apollo shall have the right to participate in any underwritten public offering effected at the request of the Shareholder under this Agreement; and if the managing underwriters or broker-dealers of any such underwritten offering advise Vornado, First Union and the Holder in writing that in their opinion the number of shares of Registrable Common Stock proposed to be included in any such offering exceeds the number of securities that can be sold in such offering and/or that the number of shares of Registrable Common Stock proposed to be included in any such offering would materially adversely affect the price per share of the Company’s equity securities to be sold in such offering, Vornado, First Union and the Holder shall include in such offering only the number of shares of Registrable Common Stock that, in the opinion of such managing underwriters (or registered broker-dealer), can be sold. If the number of shares that can be sold exceeds the number of shares of Registrable Common Stock proposed to be sold, such excess shall be allocated pro rata among the holders of Common Stock desiring to participate in such offering based on the amount of such Common Stock initially requested to be registered by such holders or as such holders may otherwise agree. Only Vornado, the Shareholder, First Union, and their affiliates holding Registrable Common Stock shall be entitled to participate in any public underwritten offerings pursuant to this Agreement with respect to Registrable Common Stock (which for purposes of this paragraph (f) includes Registrable Common Stock as defined in the Other Registration Rights Agreements) If any of Vornado, the Shareholder or First Union determines not to participate in an underwritten offering with respect to which it is entitled hereunder to participate in hereunder or under the Other Registration Rights Agreements, then the non-participating party shall agree to such lockup period with respect to its Common Stock as the managing underwriters or broker dealer deems reasonably necessary for purposes of effecting the public offering.
(ig) make available available, for inspection by any seller of such Registrable SecuritiesCommon Stock, any underwriter participating in any disposition pursuant to this Agreementsuch 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 ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;
(h) to use its best efforts to cause all such Registrable Common Stock to be listed on each securities exchange on which securities of the same class issued by the Company are then listed or, if no such similar securities are then listed, on Nasdaq or a national securities exchange selected by the Company;
(i) provide a transfer agent and registrar for all such Registrable Common Stock not later than the effective date of such Registration Statement;
(j) if requested, cause to be delivered, immediately prior to the effectiveness of the Registration Statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Common Stock sold pursuant thereto), letters from the Company’s independent certified public accountants addressed to the Shareholder (unless the Shareholder does not provide to such accountants the appropriate representation letter required by rules governing the accounting profession) and each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with primary or secondary underwritten public offerings, as the case may be;
(k) make generally available to its stockholders a consolidated earnings statement (which need not be audited) for the 12 months beginning after the effective date of a Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act;
(l) promptly notify the Shareholder and the underwriter or underwriters, if any:
(i) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement 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 SEC comments applicable to the Registration Statement or Prospectus or written request from the SEC for any amendments or supplements to the Registration Statement or Prospectus;
(iii) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Common Stock for sale under the applicable securities or blue sky laws of any jurisdiction;
(v) of the existence of, any fact or the happening of any event that makes any statement of material fact made in any registration statement filed pursuant to this Agreement or related prospectus untrue in any material respect, or that requires the making of any changes in such registration statement so that, in the case of the registration statement. In connection with , it will not contain any Demand Registration untrue statement of a material fact or Piggyback Registrationomit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and that, in the holders case of Registrable Securities the prospectus, such prospectus will expeditiously supply 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 determination by the Company with all information and copies of all documents reasonably necessary that a post-effective amendment to effect such a registration in compliance statement filed pursuant to this Agreement will be filed with the SEC. The Company shall file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations thereunder adopted by the SEC thereunder, and shall otherwise cooperate take such further action as the Shareholder may reasonably request, all to the extent required to enable the Shareholder to be eligible to sell Registrable Common Stock pursuant to Rule 144 (or any similar rule then in effect). In connection with any registration pursuant to which any of a Holder’s Registrable Common Stock is to be sold, the Company may require that the Holder furnish to the Company any other information regarding the Holder and its counsel the distribution of such securities as the Company may from time to time reasonably request in expediting writing. The Holders agree by having their stock treated as Registrable Common Stock hereunder that, upon notice of the effectiveness happening of any event described in l(v) above (a “Suspension Notice”), the Holders will forthwith discontinue disposition of Registrable Common Stock until the Shareholder is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 5(e) hereof, and, if so directed by the Company, the Holders will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in the Holder’s possession, of the Prospectus covering such registrationRegistrable Common Stock current at the time of receipt of such notice; provided, however, that such postponement of sales of Registrable Common Stock shall not exceed ninety (90) days in the aggregate in any one year; provided, further, however, that not later than the last day of such ninety (90) day period or such shorter period as may apply, the Company shall have provided to the Holders a supplemented or amended Prospectus as contemplated by Section 5(e) hereof. If the Company shall give any notice to suspend the disposition of Registrable Common Stock pursuant to a Prospectus, the Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date the Shareholder either is advised by the Company that the use of the Prospectus may be resumed or receives the copies of the supplemented or amended Prospectus contemplated by Section 5(e). In any event, the Company shall not be entitled to deliver more than one (1) Suspension Notice in any one year.
Appears in 2 contracts
Sources: Registration Rights Agreement (Newkirk Realty Trust, Inc.), Registration Rights Agreement (Newkirk Realty Trust, Inc.)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will Corporation 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, thereof and pursuant thereto the Company Corporation will as expeditiously as possible:
(a) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and (within sixty (60) days after the end of the period within which requests for registration may be given to the Corporation) file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and thereafter use its reasonable best efforts to cause such registration statement to become effective as soon as practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will Corporation shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of either (i) the longer of (x) not less than 90 days six months (subject to extension pursuant to Section 7(b)) 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 and (y) the period specified in Section 1(c) for registrations pursuant to Rule 415 under the Securities Act or (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period 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;
(c) furnish to each seller of such 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;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will Corporation 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 subparagraphSection 4(d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify in writing each seller of such Registrable SecuritiesSecurities (i) promptly after it receives notice thereof, of the date and time when such registration statement 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, (ii) 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 (iii) at any 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 (x) contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made or (y) is otherwise not legally available to support sales of Registrable Securities;
(f) prepare and file promptly with the Securities and Exchange Commission, andand notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the request time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such seller, the Company will prepare a supplement prospectus or amendment to such any other prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain then in effect would 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, and, in case any of such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Corporation shall use its best efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;
(fg) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company Corporation are then listed;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into and perform such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold included in such registration or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including participation in “road shows,” investor presentations and marketing events and effecting a share or unit split or a combination of shares or units);
(ij) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreementsuch registration statement, and any attorney, accountant accountant, or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyCorporation, and cause the Company's Corporation’s officers, directors directors, employees, and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant accountant, or agent in connection with such registration statement. In statement and assist and, at the request of any participating underwriter, use reasonable best efforts to cause such officers or directors to participate in presentations to prospective purchasers;
(k) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback RegistrationRegistration hereunder 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;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Corporation’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 thereunder;
(m) use its reasonable best efforts to prevent 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, and in the event of the issuance of any such stop order or other such order the Corporation shall advise such holders of Registrable Securities will expeditiously supply of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and shall use its best efforts promptly to obtain the Company with all information and copies withdrawal of all documents reasonably necessary to effect such order;
(n) obtain one or more cold comfort letters, 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), from the Corporation’s independent public accountants in compliance customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities included in such registration reasonably request; and
(o) provide a legal opinion of the Corporation’s outside counsel, dated the effective date of such registration statement (or, 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 such opinions, which opinions shall be addressed to the underwriters. The Corporation may require each seller of Registrable Securities Act as to which any registration is being effected to furnish the Corporation such information regarding such seller and the rules and regulations thereunder and shall otherwise cooperate with distribution of such securities as the Company and its counsel Corporation may from time to time reasonably request in expediting the effectiveness of any such registrationwriting.
Appears in 2 contracts
Sources: Registration Agreement (Westwood One Inc /De/), Registration Agreement (Gores Radio Holdings, LLC)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(ai) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the one (1) counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(bii) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 120 days 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 set forth in such registration statement;
(ciii) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions any of the United States as any a seller reasonably requests 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, provided that the Company will shall not be required to (ia) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (iib) subject itself to taxation in any such jurisdiction jurisdiction, or (iiic) consent to general service of process in any such jurisdiction);
(ev) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(fvi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, if any;
(gvii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hviii) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions actions, including arranging for provision by accountants of “comfort letters”, as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(iix) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(x) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) if any such registration or comparable statement refers to any holder by name or otherwise as the rules and regulations thereunder and shall otherwise cooperate with holder of any securities of the Company and its if in such holder's sole and exclusive judgment, such holder is or might be deemed to be an underwriter or a controlling person of the Company, (a) insert therein language, at such holder's request, in form and substance satisfactory to such holder and presented to the Company in writing, 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 shall assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar U.S. Federal statute then in force, delete the reference to such holder; provided that with respect to this clause (b) such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company;
(xii) in expediting 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 ordinary shares included in such registrationregistration statement for sale in any jurisdiction, obtain the withdrawal of such order and notify each seller of Registrable Securities of such stop order;
(xiii) in the event such registration is an underwritten public offering, enter into and perform the Company's obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering.
Appears in 2 contracts
Sources: Credit Line Agreement (Check-Cap LTD), Shareholder Agreements (Check-Cap LTD)
Registration Procedures. Whenever the holders Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its 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 expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable SecuritiesSecurities (in the case of a Demand Registration, no later than forty-five (45) days after the receipt of the request for registra tion) and use its best efforts to cause such registration statement to become effective (provided as promptly as practicable after filing; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed; provided further, which documents will that no such registration statement or prospectus or amendment or supplement thereto shall be subject filed unless the Holders of Registrable Securities to be included in such registration statement and, if the offering is an underwritten offering, counsel to the review underwriters, have had a reasonable opportunity to provide comments thereon; provided further, that the Holders of the Registrable Securities shall have provided their comments promptly follow ing their receipt of such counsel)registration statement or prospectus or amendment or supplement thereto;
(bi) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection connec tion therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days six months and comply with the provisions provi sions 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 statementstatement and (ii) use its best efforts to have such supplements or amendments declared effective, if required, as soon as practicable after filing; provided, that no such amendment or supplement shall be filed unless the Holders of Registrable Securities to be included in such registration statement and, if the offering is an underwritten offering, counsel to the underwriters, have had a reasonable opportunity to provide comments thereon; provided further, that the Holders of the Registrable Securities shall have provided their comments promptly following their receipt of such amendment or supplement;
(c) furnish to each seller of such Registrable Securities Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction);
(e) promptly 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will promptly prepare 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 fact necessary to make the statements therein therein, in light of the circum stances under which they were made, not misleading, and promptly furnish to each seller of Registrable Securities, without charge, copies of such prospec tus supplement or amended prospectus;
(f) use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities of the same class issued by the Company are then listed and, if not so listed, use commercially reasonable efforts to cause such Registrable Securities to be authorized for quotation on the Nasdaq Stock Market or to be listed on a national securities exchange selected by the Company;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary formform with customary indemnity and contribution obligations to the underwriters) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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, Company and cause the Company's officers, directors members, advisors, employees and employees independent accountants of the Company to supply all information reasonably requested by any such seller, underwriterunder writer, attorney, accountant or agent in connection with such registration statement. In connection ;
(j) otherwise use its best efforts to comply with any Demand Registration or Piggyback Registrationall applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the holders period of Registrable Securities will expeditiously supply at least twelve months beginning with the first day of the first full calendar quarter of the Company with all information and copies after the effective date of all documents reasonably necessary to effect such the registration in compliance with statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(k) permit any Holder of Registrable Securities which holder, in its reasonable judgment, might be deemed to be an underwriter or a control ling person of the rules Company, to participate in the preparation of such registra tion or comparable statement and regulations thereunder to require the insertion therein of material, furnished to the Company, as the case may be, in writing, which in the reasonable judgment of such Holder and shall otherwise its counsel should be included;
(l) promptly notify the selling Holders and the underwriters, if any, of the issuance or threatened 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 jurisdic tion and use its reasonable best efforts promptly to either obtain the prompt withdrawal of any such order that is issued or prevent the issuance of any such threatened order;
(m) 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(n) obtain a "cold comfort" letter from the independent public accountants of the Company in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the underwriters or Holders of a majority of the Registrable Securities being sold reasonably request;
(o) provide an opinion of the Company's counsel in customary form and covering such matters of the type customarily covered by such an opinion as the underwriters or the Holders of a majority of the Registrable Securities being sold reasonably request and dated the date of the closing of the sale of Registrable Securities relating thereto;
(p) to the extent recommended by the underwriters in any under written offering of Registrable Securities, cooperate with the Company selling Holders and the underwriters for such offering in the marketing of the Registrable Securities, including making its counsel officers available to participate in expediting such "road show" presentations and conference calls as the effectiveness underwriters may reasonably request and making the Company's accountants, counsel, premises, books and records available for such purpose; and
(q) promptly notify each Holder, and each underwriter (A) when a registration statement or any related prospectus or any amendment or supple ment has been filed, and, with respect to a registration statement or any amendment thereto, when the same has become effective or (B) of any request by the SEC for amendments or supplements to the registration statement or the related prospectus or for additional information. If any such registrationregistration or comparable statement refers to any Holder by name or otherwise as the Holder of any securities of the Company, and if, in its sole and exclusive judgment, such Holder is or might be deemed to be a controlling Person of the Company, as the case may be, such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder and presented to the Company in writing, 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 the Company, as the case may be, or (ii) in 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; provided, that with respect to this clause (ii) such holder shall furnish to the Company, as applicable, an opinion of counsel to such effect, which opinion of counsel shall be reasonably satisfactory to the Company. It shall be a condition precedent to the obligation of the Company to take any action with respect to any Registrable Securities pursuant to this Section 6 that the Holder thereof shall furnish to the Company such information regarding such Holder, the Registrable Securities and any other securities of the Company held by such Holder as the Company shall reasonably request and as shall be required in connection with the action taken by the Company. Each 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 Section 6(e), such Holder will forthwith discontinue disposition of Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(e), and, if so directed by the Company such Holder will deliver to the Company (at the Company's expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder's possession, of the 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 six-month period mentioned in Section 6(b) shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(e) to and including the date when each Holder of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 6(e).
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Affordable Residential Communities Inc)
Registration Procedures. Whenever the holders Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its best efforts in good faith to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto in furtherance hereof, the Company will shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts in good faith to cause such registration statement to become effective (provided and remain effective; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders Participating Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each Participating Holder of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days and comply with the provisions of the Securities 1933 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;
(c) furnish to each seller of such Registrable Securities Participating Holder such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerHolder;
(d) use its best efforts in good faith to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller Participating Holder reasonably requests 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 Holder (provided, provided that the Company will 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable SecuritiesParticipating Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such sellerseller or by its own initiative, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed or admitted to trading on each securities exchange on which similar securities issued by the Company are then listedlisted or admitted for trading or, if not so listed or admitted for trading, then on at least one securities exchange or quotation system on which securities of companies similar to the Company are then listed or admitted for trading, and, if admitted for trading on the Over the Counter Bulletin Board or BBX, use its best efforts in good faith to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure trading on the NASDAQ "SmallCap" market and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) furnish to each Participating Holder a signed counterpart, addressed to such Participating Holder, of (i) an opinion of counsel for the Company, dated the effective date of the registration statement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in the registration statement, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the comfort letter, with respect to events subsequent to the date of the financial statements), as are customarily covered (at the time of such registration) in opinions of issuer's counsel and in comfort letters delivered to the underwriters in underwritten public offerings of securities. If and to the extent that any registration relates to an underwritten public offering, such opinion and comfort letter shall be sufficient if it is in the form acceptable to the managing underwriter thereof.
(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders Participating Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and;
(ij) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties the event of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by issuance of any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting 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 Common Stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts in good faith promptly to obtain the withdrawal of such order.
Appears in 2 contracts
Sources: Note Purchase Agreement (Egan Michael S), Note Purchase Agreement (Theglobe Com Inc)
Registration Procedures. Whenever If and whenever the holders Company is required to effect the registration of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will 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 thereofthereof as promptly as is practicable and, and pursuant thereto thereto, the Company will shall as expeditiously as possiblepossible and as applicable:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement Registration Statement with respect to such Registrable Securities, make all required filings required in connection therewith and (if the Registration Statement is not automatically effective upon filing) use its reasonable best efforts to cause such registration statement Registration Statement to become effective (as promptly as practicable; provided that before filing a registration statement or prospectus Registration Statement or any amendments or supplements thereto, the Company will shall furnish to counsel to the counsel selected by the holders of a majority of the Registrable Securities covered by Holders for such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to review by counsel to the review of Holders , and give the Holders participating in such counsel)registration an opportunity to comment on such documents and keep such Holders reasonably informed as to the registration process;
(b) prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement any Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period until all of not less than 90 days the Registrable Securities covered by such Registration Statement have been disposed of and comply with the provisions applicable requirements of the Securities Act with respect to the disposition of all securities the Registrable 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 statementRegistration Statement;
(c) furnish to each seller of such Registrable Securities Holder participating in the registration, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto (in each case including all exhibits thereto and all documents incorporated by reference therein) and such other documents as such seller Holder may reasonably request request, including in order to facilitate the disposition of the Registrable Securities owned by such sellerHolder, provided, that any such item which is available on the ▇▇▇▇▇ system (or successor thereto) need not be furnished in physical form;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions U.S. jurisdiction(s) as any seller Holder participating in the registration or any managing underwriter reasonably requests and do any and all other acts and things which that may be reasonably necessary or reasonably advisable to enable such seller Holder and each underwriter, if any, to consummate the disposition of such Holder’s Registrable Securities in such jurisdictions of the Registrable Securities owned by such seller (jurisdiction(s); provided, that the Company will shall not be required to (i) qualify generally to do business business, subject itself to taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for its obligations pursuant to this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 8(d);
(e) notify use its reasonable best efforts to cause all Registrable Securities covered by any Registration Statement to be registered with or approved by such other Governmental Entities or self-regulatory bodies as may be necessary or reasonably advisable in light of the business and operations of the Company to enable each seller Holder participating in the registration to consummate the disposition of such Registrable SecuritiesSecurities in accordance with the intended method or methods of disposition thereof;
(f) promptly notify each Holder participating in the registration and the managing underwriters of any underwritten offering:
(i) each time when the Registration Statement, any pre-effective amendment thereto, the Prospectus or any Prospectus supplement or any 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;
(ii) of any oral or written comments by the SEC or of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding such Holder;
(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 such purpose; and
(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 applicable securities or blue sky laws of any jurisdiction;
(g) notify each Holder participating in such registration, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening occurrence of any event as a result of which that would cause the prospectus Prospectus included in such registration statement contains Registration Statement to contain an untrue statement of a material fact or omits to omit any fact necessary to make the statements made therein not misleadingmisleading in light of the circumstances under which they were made, and, at as promptly as practicable, prepare, file with the request SEC and furnish to such Holder a reasonable number of any such seller, the Company will prepare copies 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 any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, provided, that any such item which is available on the ▇▇▇▇▇ system (or successor thereto) need not be furnished in physical form;
(fh) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, any order suspending or preventing the use of any related Prospectus or any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, use its reasonable best efforts to promptly obtain the withdrawal or lifting of any such order or suspension;
(i) not file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement to the Prospectus used in connection therewith, that refers to any Holder covered thereby by name or otherwise identifies such Holder as the holder of any securities of the Company without the consent of such Holder (such consent not to be unreasonably withheld or delayed), unless and to the extent such disclosure is required by law; provided, that (i) each Holder shall furnish to the Company in writing such information regarding itself and the distribution proposed by it as the Company may reasonably request for use in connection with a Registration Statement or Prospectus and (ii) each Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in such Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit 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 made therein not misleading in light of the circumstances under which they were made and to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that such Prospectus shall not contain any untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made;
(j) cause all such Registrable Securities to be listed on each securities exchange on which similar the Common Stock is then listed or, if the Common Stock is not then listed on any securities issued exchange, use its reasonable best efforts to cause such Registrable Securities to be listed on a national securities exchange selected by the Company are then listedafter consultation with the Holders participating in such registration;
(gk) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(h) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(il) make available for inspection by any seller of such Registrable SecuritiesHolder participating in the registration, any underwriter participating in any disposition underwritten offering pursuant to this Agreement, such Registration Statement and any attorney, accountant or other agent retained by any such seller Holder or underwriter, all corporate documents, financial and other recordsrecords relating to the Company and its business reasonably requested by such Holder or underwriter, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such sellerHolder, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders offering and make senior management of Registrable Securities will expeditiously supply the Company and the Company’s independent accountants available for customary due diligence and drafting sessions; provided, that any Person gaining access to information or personnel of the Company pursuant to this Section 8(l) shall (i) reasonably cooperate with the Company to limit any resulting disruption to the Company’s business and (ii) 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 such information (A) is or becomes known to the public without a breach of this Agreement, (B) is or becomes available to such Person on a non-confidential basis from a source other than the Company, (C) is independently developed by such Person, (D) is requested or required by a deposition, interrogatory, request for information or documents by a Governmental Entity, subpoena or similar process or (E) is otherwise required to be disclosed by law;
(m) otherwise use its reasonable best efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its stockholders, as soon as reasonably necessary to effect such registration practicable, an earnings statement (in compliance with a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the rules Securities Act or any successor rule thereto) covering the period of at least 12 months beginning with the first day of the Company’s first full fiscal quarter after the effective date of the applicable Registration Statement, which requirement shall be deemed satisfied if the Company timely files complete and regulations thereunder accurate information on Forms 10-K, 10-Q and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto;
(n) in the case of an underwritten offering of Registrable Securities, promptly incorporate in a supplement to the Prospectus or a post-effective amendment to the Registration Statement such information as is reasonably requested by the managing underwriter(s) or any Holder participating in such underwritten offering to be included therein, the purchase price for the securities to be paid by the underwriters and any other applicable terms of such underwritten offering, and promptly make all required filings of such supplement or post-effective amendment;
(o) in the case of an underwritten offering of Registrable Securities, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as any Holder participating in such offering or the managing underwriter(s) of such offering reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities;
(p) furnish to each Holder and each underwriter, if any, participating in an offering of Registrable Securities (i) (A) all legal opinions of outside counsel to the Company required to be included in the Registration Statement and (B) a written legal opinion of outside counsel to the Company, dated the closing date of the offering, in form and substance as is customarily given in opinions of outside counsel to the Company to underwriters in underwritten registered offerings; and (ii) (A) obtain all consents of independent public accountants required to be included in the Registration Statement and (B) on the date of the applicable Prospectus, on the effective date of any post-effective amendment to the Registration Statement and at the closing of the offering, dated the respective dates of delivery thereof, a “comfort letter” signed by the Company’s independent public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten registered offerings;
(q) in the case of an underwritten offering of Registrable Securities, make senior management of the Company available, to the extent requested by the managing underwriter(s), to assist in the marketing of the Registrable Securities to be sold in such underwritten offering, including the participation of such members of senior management of the Company in “road show” presentations and other customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities to be sold in such underwritten offering, and otherwise facilitate, cooperate with, and participate in such underwritten offering and customary selling efforts related thereto, in each case to the same extent as if the Company were engaged in a primary underwritten registered offering of its Common Stock; provided, that the Company’s obligation to make senior management available for participation in “road show” presentations shall otherwise be limited to no more than two (2) underwritten offerings during any 12-month period;
(r) cooperate with the Company Holders of the Registrable Securities to facilitate the timely preparation and its counsel in expediting delivery of certificates representing the effectiveness Registrable Securities to be sold pursuant to such Registration Statement free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the Holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;
(s) not later than the effective date of such Registration Statement, provide a CUSIP number for all Registrable Securities covered thereby and provide the applicable transfer agent with printed certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System; and
(t) otherwise use its reasonable best efforts to take or cause to be taken all other actions necessary or reasonably advisable to effect the registration, marketing and sale of such Registrable Securities contemplated by this Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (RLJ Entertainment, Inc.), Registration Rights Agreement (RLJ Entertainment, Inc.)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its 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 expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to each seller of Registrable Securities, each underwriter participating in any disposition pursuant to such registration and to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of 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 to keep such registration statement effective for a period of not less than 90 days six months 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will promptly prepare 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In ;
(j) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) 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 common stock 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;
(l) obtain cold comfort letters, dated (i) the effective date of such registration statement, (ii) the date the Registrable Securities being sold are delivered to the underwriters, if any, for sale pursuant thereto and (iii) if required by the underwriters, if any, on or prior to the date of any preliminary prospectuses, from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters and if the Registrable Securities included in such registration statement constitute at least 10% of the securities covered by such registration statement, also covering such matters as the holders of a majority of the Registrable Securities being sold reasonably request;
(m) provide a legal opinion of the Company's outside counsel 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;
(n) if requested by the managing underwriter or underwriters or a holder of Registrable Securities being sold in connection with any Demand Registration an underwritten offering, promptly incorporate in a prospectus supplement or Piggyback Registrationpost-effective amendment such information as the managing underwriters and the holders of a majority of the Registrable Securities being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid thereof 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; 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;
(o) cooperate with the selling holders of Registrable Securities will expeditiously supply and the Company 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 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; and
(p) use its best efforts to cause the Registrable Securities covered by the applicable registration statement to be registered with all information and copies of all documents reasonably or approved by such other governmental agencies or authorities as may be necessary to effect enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registrationRegistrable Securities.
Appears in 2 contracts
Sources: Registration Agreement (Allotech International Inc), Registration Agreement (Commercial Vehicle Group, Inc.)
Registration Procedures. Whenever the holders of Registrable Securities Shares have requested that any Registrable Securities Shares be registered pursuant to this Agreement, the Company Corporation will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereofthereof and, and pursuant thereto thereto, the Company Corporation will as expeditiously as possible:
(a) prepare 5.1 Prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Shares and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus prospectus, or any amendments or supplements thereto, the Company Corporation will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject filed to the review counsel or counsels for the sellers of the Registrable Shares covered by such counselregistration statement);
(b) prepare 5.2 Prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days nine months 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 set forth in such registration statement;
(c) furnish 5.3 Furnish to each seller of such Registrable Securities Shares such number of copies of such registration statement, each amendment and supplement thereto, the prospectus prospectus(es) included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such seller;
(d) use 5.4 Use its reasonable best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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 Shares owned by such seller (provided, provided that the Company Corporation 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(e) notify 5.5 Notify each seller of such Registrable SecuritiesShares, at any 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company Corporation will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers Securityholders of such Registrable SecuritiesShares, such prospectus will not contain an any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause 5.6 Cause all such Registrable Securities Shares to be listed on each securities exchange on which similar securities issued by the Company Corporation are then listed;
(g) provide 5.7 Provide a transfer agent and registrar for all such Registrable Securities Shares not later than the effective date of such registration statement;
(h) enter 5.8 Enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities Shares being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andShares;
(i) make 5.9 Make available for inspection by any seller of such Registrable SecuritiesShares, any underwriter participating in any disposition pursuant to this Agreementsuch 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 CompanyCorporation, and cause the CompanyCorporation's officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with ;
5.10 Advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any Demand Registration stop order by the Commission suspending the effectiveness of such registration statement or Piggyback Registrationthe initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
5.11 Unless shorter notice is necessary under the circumstances, at least forty eight (48) hours prior to the filing of any registration statement or prospectus, or any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to each seller of such Registrable Shares and refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel selected by the holders of a majority of the Registrable Shares being registered shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of the Securities will expeditiously supply Act or the Company with all information rules and copies regulations thereunder, unless, in the case of all documents an amendment or supplement, in the opinion of counsel for the Corporation the filing of such amendment or supplement is reasonably necessary to effect protect the Corporation from any liabilities under any applicable federal or state law and such registration filing will not violate applicable laws; and
5.12 At the request of any seller of such Registrable Shares in compliance connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement, an opinion of counsel, addressed to the underwriters and, to the extent permissible under applicable accounting rules, the sellers of Registrable Shares, covering such matters as such underwriters and, sellers may reasonably request, including such matters as are customarily furnished in connection with an underwritten offering; and (ii) a letter or letters from the independent certified public accountants of the Corporation addressed to the underwriters and the sellers of Registrable Shares, covering such matters as such underwriters and sellers may reasonably request, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are independent certified public accountants within the meaning of the Securities Act and that in their opinion the rules financial statements and regulations thereunder and shall otherwise cooperate other financial data of the Corporation included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the Company and its counsel in expediting applicable accounting requirements of the effectiveness of any such registrationSecurities Act.
Appears in 2 contracts
Sources: Recapitalization Agreement (Us Franchise Systems Inc/), Registration Rights Agreement (Us Franchise Systems Inc/)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company 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 thereofthereof and, and pursuant thereto thereto, the Company will as expeditiously as possible:
(a) prepare and and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to the be filed to one counsel selected designated by the holders of at least a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counselstatement);
(b) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days 120 days, 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus prospectus(es) included in such registration statement (including each preliminary 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;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller Investor reasonably requests 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, 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction, or (iii) subject it to taxation in any such jurisdiction);
(e) promptly 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company will prepare 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 fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or if no such securities are then listed, such securities exchange as the holders of at least a majority of the Registrable Securities included in such registration may request;
(g) provide a transfer agent agent, registrar and registrar CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other customary actions as the holders of at least a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and;
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreementsuch 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 ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In ; provided, however, that any records, information or documents that are furnished by the Company and that are non-public shall be used only in connection with such registration and shall be kept strictly confidential by any Demand Registration seller of Registrable Securities except to the extent disclosure of such records, information or Piggyback Registrationdocuments is required by written order of a court or other governmental authority having jurisdiction;
(j) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such 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;
(k) at least 48 hours prior to the filing of any registration statement or prospectus, or any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to each seller of such Registrable Securities and refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel selected by the holders of at least a majority of the Registrable Securities will expeditiously supply being registered shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, unless, in the case of an amendment or supplement, in the opinion of counsel for the Company with all information and copies the filing of all documents such amendment or supplement is reasonably necessary to effect protect the Company from any liabilities under any applicable federal or state law and such registration filing will not violate applicable laws;
(l) at the request of any seller of such Registrable Securities in compliance connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement: (i) an opinion of counsel, addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such counsel, underwriters and the sellers may reasonably agree upon, including such matters as are customarily furnished in connection with an underwritten offering, and (ii) a letter or letters from the independent certified public accountants of the Company addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such accountants, underwriters and sellers may reasonably agree upon, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are independent certified public accountants within the meaning of the Securities Act and that in their opinion the rules financial statements and regulations thereunder and shall otherwise cooperate other financial data of the Company included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act;
(m) make senior executives of the Company reasonably available to assist the underwriters with respect to, and accompany the underwriters on, the so-called “road show” in connection with the marketing efforts for, and the distribution and sale of Registrable Securities pursuant to a registration statement; and
(n) make generally available to its counsel in expediting security holders an earnings statement of the effectiveness Company that satisfies the provisions of any Section 11(a) of the Securities Act covering a period of 12 months beginning after the effective date of such registrationregistration statement as soon as reasonably practicable after the termination of such 12-month period.
Appears in 2 contracts
Sources: Registration Rights Agreement (Nevro Corp), Registration Rights Agreement (Nevro Corp)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and shall its counsel should be included;
(l) If any such registration or comparable statement refers to any holder by name or otherwise cooperate with as the holder of any securities of the Company and if in its sole and exclusive judgment, such holder is or might be deemed to be an underwriter or a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, 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 shall assist in meeting any future financial requirements of the Company, or (ii) in 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; provided that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company;
(m) in expediting 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 common stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(n) 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(o) obtain a cold comfort letter 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 of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement).
Appears in 2 contracts
Sources: Registration Rights Agreement (Castle Dental Centers Inc), Registration Rights Agreement (Midwest Mezzanine Fund Ii Lp)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days (or, in the case of a Shelf Registration, a period ending on the earlier of (i) the date on which all Registrable Securities included in such Shelf Registration have been sold pursuant thereto or have otherwise ceased to be Registrable Securities, and (ii) the second anniversary of the effective date of such Shelf Registration) 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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;
(l) in expediting 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 common stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order; and
(m) obtain a cold comfort letter 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 of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement).
Appears in 2 contracts
Sources: Registration Agreement (Focal Communications Corp), Registration Agreement (Focal Communications Corp)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered in a Piggyback Registration pursuant to this Agreement, the Company Corporation will use its best reasonable 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 Corporation will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement Registration Statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become and remain effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, for such period as may be reasonably necessary to effect the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review sale of such counsel)securities, not to exceed 180 days;
(b) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period of not less than 90 days six months and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) furnish to each seller of such Registrable Securities and the underwriters of the securities being registered such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement Registration Statement (including each preliminary prospectus) and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerseller or the sale of such securities by such underwriters;
(d) use its best reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, however, that the Company Corporation 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company Corporation are then listed;
(gf) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(hg) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold Stockholder or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such the Registrable Securities; andSecurities being sold (including, without limitation, effecting a stock split or a combination of shares);
(ih) make available for inspection by any each seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreementsuch 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 CompanyCorporation, and cause the CompanyCorporation's officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with Registration Statement, including, without limitation, any Demand earning statement provided pursuant to Section 11(a) of the Securities Act;
(i) notify each seller of such Registrable Securities, promptly after it shall receive notice thereof, of the time when such Registration Statement has become effective or Piggyback Registration, the holders a supplement to any prospectus forming a part of such Registration Statement has been filed; and
(j) notify each seller of such Registrable Securities will expeditiously supply of any request by the Company Commission for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(k) prepare and file with all information and copies the Commission, promptly upon the request of all documents reasonably necessary any seller of such Registrable Securities, any amendments or supplements to effect such registration Registration Statement or prospectus which, in compliance with the opinion of counsel selected by the Stockholder, is required under the Securities Act and or the rules and regulations thereunder and shall otherwise cooperate in connection with the Company distribution of Registrable Securities by such seller;
(l) prepare and its counsel promptly file with the Commission and promptly notify each seller of such Registrable Securities of the filing of such amendment or supplement to such Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in expediting effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading;
(m) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such registrationpurpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
Appears in 2 contracts
Sources: Registration Agreement (Lightfirst Inc), Registration Agreement (Lightfirst Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its 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 expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);
(b) prepare and file with the Securities and Exchange Commission 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 90 days six months 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 set forth in such registration statement;
(c) if requested by the holders of a majority of the Investor Registrable Securities in connection with any Demand Registration requested by such holders, use its commercially reasonable efforts to cause to be included in such registration Common Stock having an aggregate value (based on the midpoint of the proposed offering price range specified in the registration statement used to offer such securities) of up to $30 million ("Company Registrable Securities"), to be offered in a primary offering of the Company's securities contemporaneously with such offering of Registrable Securities;
(d) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(de) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction);
(ef) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will promptly prepare 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 fact necessary to make the statements therein not misleading;
(fg) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq National Market ("Nasdaq Market") and, if listed on the Nasdaq Market, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "National Market System security" within the meaning of Rule 11Aa2-1 of the SEC or, failing that, to secure Nasdaq Market authorization for such Registrable 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 Registrable Securities with the NASD;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, effecting a stock split or a combination of shares);
(ij) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(k) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earning statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(l) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and shall its counsel should be included;
(m) 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 common stock 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) 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(o) obtain a "cold comfort" letter 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 of a majority of the Registrable Securities being sold reasonably request. If any such registration or comparable statement refers to any holder by name or otherwise cooperate with as the holder of any securities of the Company and if, in its sole and exclusive judgment, such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, 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 the Company, or (ii) in 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; provided, that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel in expediting to such effect, which opinion and counsel shall be reasonably satisfactory to the effectiveness of any such registrationCompany.
Appears in 2 contracts
Sources: Registration Rights Agreement (Cottontops Inc), Registration Rights Agreement (Anvil Holdings Inc)
Registration Procedures. Whenever the holders of Registrable Securities have Purchaser has requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its 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 expeditiously as possible:
(a) A. prepare and file with the United States Securities and Exchange Commission or any governmental body or agency succeeding to the functions thereof (the "Securities and Exchange Commission") a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected and retained by the holders of a majority of Purchaser at the Registrable Securities covered by such registration statement Purchaser's expense copies of all such documents proposed to be filed, which documents will be subject to the timely review of such counsel);
(b) 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 to keep such registration statement effective for a period of not less than 90 270 days or until such earlier time as all of the securities covered by such registration statement have been sold and to 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;
(c) C. furnish to each seller of such Registrable Securities the Purchaser such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerthe Purchaser;
(d) D. use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller the Purchaser reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller the Purchaser to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller the Purchaser (provided, 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 subparagraphSection 6.4(D), (ii) subject itself to taxation in any such jurisdiction or jurisdiction, (iii) consent to general service of process in any such jurisdictionjurisdiction or (iv) register the Registrable Securities or seek an exemption from registration under the securities laws of any state that requires, as a condition to registration or such exemption, that the Company indefinitely file in such jurisdiction substantially all reports required to be filed by the Company with the Securities and Exchange Commission);
(e) E. notify each seller of such Registrable Securitiesthe Purchaser, at any 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such sellerthe Purchaser, the Company will promptly prepare (and, when completed, give notice to the Purchaser) 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 fact necessary to make the statements therein not misleading; provided, however, that upon such notification by the Company, the Purchaser will not sell Registrable Securities until the Company has notified the Purchaser that it has prepared a supplement or amendment to such prospectus;
(f) F. cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be included on the NASD automated quotation system;
(g) G. provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) H. enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold Purchaser or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, effecting a stock split or a combination of shares);
(i) I. make available for inspection on a confidential basis by any seller of such Registrable Securitiesthe Purchaser, any underwriter participating in any disposition pursuant to this Agreementsuch registration statement, and any attorney, accountant or other agent retained by the Purchaser or 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 directors, employees, attorneys and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
J. otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its securityholders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full fiscal quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
K. permit the rules Purchaser (if, in the Purchaser's sole and regulations thereunder and shall otherwise cooperate with exclusive judgment, the Purchaser might be deemed to be an underwriter or a controlling person of the Company within the meaning of Section 15 of the Securities Act) 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 the Purchaser and its counsel should be included, provided that such material shall be furnished under such circumstances as shall cause it to be subject to the indemnification provisions provided pursuant to Section 6.6(B) hereof;
L. in expediting 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 Common Stock included in such registrationregistration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order; and
M. furnish to the Purchaser at the time of the disposition of Registrable Securities to be registered an opinion of counsel for the Company, in form and substance satisfactory to the Purchaser, to the effect that (i) the Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation with full corporate power and authority to own and hold its properties, including such properties as it holds under lease, and to conduct its business as described in the registration statement, and is qualified to conduct business and is in good standing in each jurisdiction where the conduct of its business requires such qualification and in which the failure to be so qualified could have a material adverse effect on the Company; (ii) such Registrable Securities have been validly issued and are fully paid in nonassessable; (iii) a registration statement covering such Registrable Securities has been filed with the Securities and Exchange Commission under the Securities Act and has been made effective by order of such Commission; (iv) such registration statement and the prospectus contained therein appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act, and nothing has come to such counsel's attention that would cause it to believe that either such registration statement or such prospectus contains any 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, in light of the circumstances under which they were made, not misleading; (v) such Registrable Securities conform in all material respects to the description thereof contained in such registration statement; (vii) to the best of such counsel's knowledge, no stop order has been issued by the Securities and Exchange Commission suspending the effectiveness of such registration statement.
Appears in 1 contract
Sources: Stock and Option Purchase Agreement (Chadbourne Corp Et Al)
Registration Procedures. Whenever If and whenever the holders of Registrable Securities have requested request that any Registrable Securities be registered pursuant to the provisions of this Agreement, the Company will 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, and pursuant thereto the Company will shall as expeditiously soon as possiblereasonably practicable:
(a) subject to Section 2(a) prepare and file with the Securities and Exchange Commission a registration statement Statement with respect to such Registrable Securities, Securities and use its reasonable best efforts to cause such registration statement Registration Statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)effective;
(b) prepare and file with the Securities and Exchange Commission such amendments, post-effective amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period of not less than 90 days ninety (90) days, or if earlier, until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period Registrable Securities in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) within a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto, furnish to each seller counsel selected by the holder of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel;
(d) notify the selling holder of Registrable Securities, 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;
(e) furnish to the selling holder of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;; provided, that the Company shall have no such obligation to deliver the Prospectus or Prospectuses that are available on the Commission’s E▇▇▇▇ system.
(df) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky sky” laws of such jurisdictions as any seller the selling holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (holder; provided, that the Company will shall not be required to (i) qualify generally to do business business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 4(f);
(eg) notify each seller the selling holder of such Registrable Securities, at any time when a prospectus 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 Prospectus included in such registration statement Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such sellerholder, the Company will shall prepare a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the 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) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) make available for inspection by any seller the selling holder of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, such Registration Statement and any attorney, accountant or other agent retained by any such seller holder or underwriterunderwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the “Records”), and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration statement. In Registration Statement;
(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;
(j) use its reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed;
(k) in connection with any Demand Registration or Piggyback Registrationan underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities will expeditiously supply or the managing underwriter of such offering reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities);
(l) otherwise use its reasonable best efforts to comply with all information applicable rules and copies regulations of all documents reasonably necessary the Commission and make available to effect such registration its stockholders an earnings statement (in compliance with a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder) no later than thirty (30) days after the rules and regulations thereunder and shall otherwise cooperate end of the 12-month period beginning with the first day of the Company's first full fiscal quarter after the effective date of such 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; and
(m) furnish to the selling holder of Registrable Securities and each underwriter, if any, with (i) 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), in form and substance as is customarily given in opinions of the Company's counsel to underwriters in underwritten public offerings; and (ii) a “comfort” letter signed by the Company's independent certified public accountants in form and substance as is customarily given in accountants' letters to underwriters in underwritten public offerings;
(n) without limiting Section 4(f) above, use its reasonable 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 to enable the holder of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with its intended method of distribution thereof;
(o) notify the holder of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;
(p) advise the holder of Registrable Securities, 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 its reasonable best 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;
(q) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel in expediting should be included; and
(r) otherwise use its reasonable best efforts to take all other steps necessary to effect the effectiveness registration of any such registrationRegistrable Securities contemplated hereby.
Appears in 1 contract
Sources: Registration Rights Agreement (Twinlab Consolidated Holdings, Inc.)
Registration Procedures. Whenever If and whenever the holders of Registrable Securities have requested request that any Registrable Securities be registered pursuant to the provisions of this Agreement, the Company will 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, and pursuant thereto the Company will shall as expeditiously soon as possiblereasonably practicable:
(a) subject to Section 2(a) prepare and file with the Securities and Exchange Commission a registration statement Registration Statement with respect to such Registrable Securities, Securities and use its reasonable best efforts to cause such registration statement Registration Statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)effective;
(b) prepare and file with the Securities and Exchange Commission such amendments, post-effective amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period of not less than 90 days ninety (90) days, or if earlier, until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period Registrable Securities in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) within a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto, furnish to each seller counsel selected by the holder of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel;
(d) notify the selling holder of Registrable Securities, 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;
(e) furnish to the selling holder of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;; provided, that the Company shall have no such obligation to deliver the Prospectus or Prospectuses that are available on the Commission’s E▇▇▇▇ system.
(df) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky sky” laws of such jurisdictions as any seller the selling holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (holder; provided, that the Company will shall not be required to (i) qualify generally to do business business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 4(f);
(eg) notify each seller the selling holder of such Registrable Securities, at any time when a prospectus 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 Prospectus included in such registration statement Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such sellerholder, the Company will shall prepare a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the 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) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) make available for inspection by any seller the selling holder of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, such Registration Statement and any attorney, accountant or other agent retained by any such seller holder or underwriterunderwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the “Records”), and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration statement. In Registration Statement;
(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;
(j) use its reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed;
(k) in connection with any Demand Registration or Piggyback Registrationan underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities will expeditiously supply or the managing underwriter of such offering reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities);
(l) otherwise use its reasonable best efforts to comply with all information applicable rules and copies regulations of all documents reasonably necessary the Commission and make available to effect such registration its stockholders an earnings statement (in compliance with a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder) no later than thirty (30) days after the rules and regulations thereunder and shall otherwise cooperate end of the 12-month period beginning with the first day of the Company's first full fiscal quarter after the effective date of such 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;
(m) furnish to the selling holder of Registrable Securities and each underwriter, if any, with (i) 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), in form and substance as is customarily given in opinions of the Company's counsel to underwriters in underwritten public offerings; and (ii) a “comfort” letter signed by the Company's independent certified public accountants in form and substance as is customarily given in accountants' letters to underwriters in underwritten public offerings;
(n) without limiting Section 4(f) above, use its reasonable 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 to enable the holder of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with its intended method of distribution thereof;
(o) notify the holder of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;
(p) advise the holder of Registrable Securities, 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 its reasonable best 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;
(q) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel in expediting should be included; and
(r) otherwise use its reasonable best efforts to take all other steps necessary to effect the effectiveness registration of any such registrationRegistrable Securities contemplated hereby.
Appears in 1 contract
Sources: Registration Rights Agreement (Twinlab Consolidated Holdings, Inc.)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the The Company will shall use its reasonable best efforts to effect the registration of the offer and the sale of such the Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof, and pursuant thereto the Company will shall as expeditiously soon as possiblereasonably practicable and as applicable:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to covering such Registrable Securities, Securities and use its reasonable best efforts to cause such registration statement to become be declared effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)as promptly as possible;
(b) prepare and file with the Securities and Exchange Commission such amendments, post-effective amendments and supplements to such registration statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days twelve (12) months (or, in the case of a firm commitment underwritten offering, ninety (90) days), or if earlier, until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period Registrable Securities in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementstatement (the “Registration Effectiveness Period”);
(c) as soon as reasonably practicable before filing such registration statement, Prospectus or amendments or supplements thereto with the Commission, furnish to the Holder of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such Holder’s counsel;
(d) notify each selling Holder of Registrable Securities, 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 with the Commission;
(e) furnish to each seller selling Holder of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement (including each preliminary prospectusProspectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein), and such other documents as such seller Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(df) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky sky” laws of such jurisdictions as any seller selling Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller Holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (Holders; provided, that the Company will shall not be required to (i) qualify generally to do business business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listeddo so;
(g) provide a transfer agent and registrar for all such notify the Holders of Registrable Securities not later than promptly of any request by the effective date Commission for the amending or supplementing of such registration statementstatement or Prospectus or for additional information;
(h) cooperate with the Holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such registration statement or Rule 144 free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the Holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such registration statement or Rule 144;
(i) 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 will take all reasonable action to make any such prohibition inapplicable;
(j) otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby; and
(k) in connection with an underwritten offering, the Company will enter into such customary agreements (including an underwriting agreement and lock-up agreements in customary form) and take all such other customary actions as the holders Holders of a majority of the such Registrable Securities being sold or the underwriters, if any, managing underwriter of such offering reasonably request in order to expedite or facilitate the intended disposition of such the Registrable Securities; and
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registration.
Appears in 1 contract
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the The Company will shall use its best efforts to effect the registration of any Registrable Securities under the Securities Act; provided that, in connection with the registration hereunder and with the registration procedures set forth below, the sellers of Registrable Securities shall furnish to the Company in writing such information with respect to themselves and the sale of such Registrable Securities proposed distribution by them as reasonably shall be necessary in accordance order to assure compliance with the intended method of disposition thereoffederal and applicable state securities laws. The Company will, and pursuant thereto the Company will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such the Registrable Securities, Securities as set forth in Section 2 and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, under the Company will furnish Securities Act as soon as reasonably practicable thereafter and to remain effective for the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)Requisite Period;
(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 to keep such registration statement effective for a period of not less than 90 days the Requisite Period and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the intended methods method of disposition by the sellers thereof set forth in such registration statementstatement for such period;
(c) furnish to each seller of such Registrable Securities and to each underwriter, if any, such number of copies of such the registration statement, each amendment statement and supplement thereto, the prospectus included in such registration statement therein (including each preliminary prospectus) and such other documents as such seller persons reasonably may reasonably request in order to facilitate the intended disposition of the Registrable Securities owned covered by such sellerregistration statement;
(d) use its reasonable best efforts (i) if required to register or qualify such the Registrable Securities covered by such registration statement under such other the securities or "blue sky sky" laws of such jurisdictions as any seller the sellers of Registrable Securities, or in the case of an underwritten public offering, the managing underwriter reasonably requests shall request, (ii) to prepare and do any file in those jurisdictions such amendments (including post effective amendments) and all supplements, and take such other acts and things which actions, as may be reasonably necessary to maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby, and (iii) to take such further action as may be necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by in such seller (jurisdictions, provided, that the Company will shall not for any such purpose be required to (i) 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) list the Registrable Securities covered by such registration statement on the exchange or quotation system on which the Common Stock is listed when the registration statement becomes effective;
(f) immediately notify each seller of Registrable Securities and each underwriter under such Registrable Securitiesregistration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus included contained in such registration statement contains an statement, as then in effect, includes any untrue statement of a material fact or omits any to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, at misleading in light of the request of circumstances then existing and promptly amend or supplement such registration statement to correct any such seller, the Company will prepare 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listedomission;
(g) provide a transfer agent and registrar for all such notify each seller of Registrable Securities 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 and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time;
(h) permit a single firm of counsel designated as selling stockholders' counsel by the holders of a majority in interest of the Registrable Securities being registered to review the registration statement and all amendments and supplements thereto for a reasonable period of time prior to their filing;
(i) make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a 12-month period beginning not later than the first day of the Company's next fiscal quarter following the effective date of such the registration statement;
(hj) if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary agreements (including in the securities business for such an underwriting agreement in customary form) arrangement between such underwriter and take all such other actions as the holders of a majority companies of the Registrable Securities being sold Company's size and investment stature, including, without limitation, customary indemnification and contribution provisions;
(k) furnish to the Shareholder or the underwriter, if any, participating in any distribution pursuant to such registration statement on the date that the registration statement becomes effective: (i) a copy of an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the Shareholders and the underwriters, if any, reasonably request in order to expedite or facilitate the disposition effect that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such Registrable Securities; andcounsel, 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 or statistical information contained therein) and (C) to such other effects as reasonably may be requested by counsel for the Shareholders and (ii) a copy of a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, if any, 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 Shareholders or underwriters reasonably may request;
(il) make available for inspection by any each seller of such Registrable Securities, any underwriter participating in any disposition distribution pursuant to this Agreementsuch 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 and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration;
(m) provide a transfer agent and registrar, which may be a single entity, for the holders of Registrable Securities will expeditiously supply not later than the Company with effective date of the Registration Statement;
(n) take all information and copies of all documents actions reasonably necessary to effect facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the registration statement and to enable such certificates to be in compliance with such denominations and registered in such names as the Shareholders or any underwriters may reasonably request without restrictive legend; and
(o) take all other reasonable actions necessary to expedite and facilitate the registration of the Registrable Securities Act and pursuant to the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registrationregistration statement.
Appears in 1 contract
Registration Procedures. Whenever the holders of Registrable Securities -- ----------------------- have requested that any Registrable Securities be registered pursuant to this Amended and Restated Registration Rights Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission 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 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
; (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the "NASDAQ SYSTEM" (as defined in Rule 11Aa3- 1 of the SEC under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) and, if listed on the NASDAQ System, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a "national market system security" within the meaning of Rule 11Aa2-1 of the SEC under the Exchange Act or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accounts to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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;
(l) in expediting 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 common stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) subject to the provision in SECTION 3(D) above, 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(n) obtain a cold comfort letter 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 of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute a least 10% of the securities covered by such registration statement).
Appears in 1 contract
Sources: Registration Rights Agreement (Answer Think Consulting Group Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its 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 expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement pursuant to Section 7(b) below copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);
(b) prepare and file with the Securities and Exchange Commission 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 90 days six months 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 set forth in such registration statement;
(c) if requested by the holders of a majority of the Investor Registrable Securities in connection with any Demand Registration requested by such holders, use its commercially reasonable efforts to cause to be included in such registration Common Interests having an aggregate value (based on the midpoint of the proposed offering price range specified in the registration statement used to offer such securities) of up to $20 million ("Company Registrable Securities"), to be offered in a primary offering of the Company's securities contemporaneously with such offering of Registrable Securities;
(d) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(de) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction);
(ef) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will promptly prepare 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 fact necessary to make the statements therein not misleading;
(fg) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq National Market ("Nasdaq Market") and, if listed on the Nasdaq Market, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "National Market System security" within the meaning of Rule 11Aa2-1 of the SEC or, failing that, to secure Nasdaq Market authorization for such Registrable 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 Registrable Securities with the National Association of Securities Dealers;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, effecting a stock split or a combination of units);
(ij) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(k) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earning statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(l) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and shall its counsel should be included;
(m) 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 common stock 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) 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(o) obtain a "cold comfort" letter 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 of a majority of the Registrable Securities being sold reasonably request. If any such registration or comparable statement refers to any holder by name or otherwise cooperate with as the holder of any securities of the Company and if, in its sole and exclusive judgment, such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, 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 the Company, or (ii) in 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; provided, that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel in expediting to such effect, which opinion and counsel shall be reasonably satisfactory to the effectiveness of any such registrationCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Lower Road Associates LLC)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will Allegiance shall use its 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 Allegiance shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will Allegiance shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will Allegiance 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will Allegiance 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company Allegiance are then listed and, if not so listed, to be listed on the Nasdaq and, if listed on the Nasdaq, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure Nasdaq authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 CompanyAllegiance, and cause the CompanyAllegiance's officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of Allegiance's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of Allegiance, to participate in the rules preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with to require the Company insertion therein of material, furnished to Allegiance in writing, which in the reasonable judgment of such holder and its counsel should be included;
(l) in expediting 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 common stock included in such registrationregistration statement for sale in any jurisdiction, Allegiance shall use its best efforts promptly to obtain the withdrawal of such order;
(m) obtain a cold comfort letter from Allegiance's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request; and
(n) 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 to enable the sellers thereof to consummate the disposition of the Registrable Securities.
Appears in 1 contract
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its 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 expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of 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 to keep such registration statement effective for a period of not less than 90 days nine months 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 set forth in such registration statement;
(c) if requested by the holders of a majority of the BRS Registrable Securities in connection with any Demand Registration requested by such holders, use its commercially reasonable efforts to cause to be included in such registration Common Stock having an aggregate value (based on the mid-point of the proposed offering price range specified in the registration statement used to offer such securities) of up to $30 million, to be offered in a primary offering of the Company's securities contemporaneously with such offering of Registrable Securities;
(d) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(de) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction);
(ef) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will promptly prepare 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 fact necessary to make the statements therein not misleading;
(fg) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the National Association of Securities Dealers Automated Quotations National Market System ("NASDAQ") and, if listed on the NASDAQ, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the National Association of Securities Dealers;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, effecting a stock split or a combination of shares);
(ij) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(k) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earning statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earning statement shall satisfy the provisions of Section 11
(a) of the Securities Act and Rule 158 thereunder;
(l) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and shall its counsel should be included;
(m) 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 common stock 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) 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(o) obtain a "cold comfort" letter 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 of a majority of the Registrable Securities being sold reasonably request. If any such registration or comparable statement refers to any holder by name or otherwise cooperate with as the holder of any securities of the Company and if, in its sole and exclusive judgment, such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (i)the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, 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 the Company, or (ii)in 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; provided, that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel in expediting to such effect, which opinion and counsel shall be reasonably satisfactory to the effectiveness of any such registrationCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Town Sports International Holdings Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) 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 rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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;
(l) in expediting 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 common stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other United States governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(n) obtain a cold comfort letter 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 of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement).
Appears in 1 contract
Sources: Registration Agreement (Physicians Formula Holdings, Inc.)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, If and whenever the Company will is required to use its 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 thereofsections 9.1 and 9.2, and pursuant thereto the Company will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a the requisite registration statement with respect (including such audited financial statements as may be required by the Securities Act or the rules and regulations promulgated thereunder) to effect such Registrable Securities, registration and use its best efforts to cause such registration statement to become effective (effective, provided that before filing a such registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by whose Registrable Securities are to be included in such registration statement copies of drafts of all such documents proposed to be filedfiled in reasonably final form, which documents will be subject to the prompt review of 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 to keep maintain the effectiveness of such registration statement effective for a period of not less than 90 days and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until the earlier of such period 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 statementstatement or 120 days after such registration statement becomes effective, provided that if less than all the Registerable Securities are withdrawn from registration after the relevant period, the shares to be so withdrawn shall be allocated pro rata among the holders thereof on the basis of the respective numbers of Registrable Securities held by them included in such registration;
(c) furnish to each seller of such Registrable Securities covered by such registration statement 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 such registration statement, each amendment and supplement thereto, 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 seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerrequest;
(d) use its best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky Blue Sky laws of such jurisdictions as each seller thereof shall reasonably request and to keep such registration or qualification in effect for so long as such registration statement remains in effect, and take any seller reasonably requests and do any and all other acts and things action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities securities owned by such seller (providedseller, except that the Company will shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify not, but for the requirements of this subparagraphsubdivision (d), (ii) subject itself be obligated to taxation in any such jurisdiction be so qualified or (iii) to consent to general service of process in any such jurisdiction);
(e) notify each use its best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities in the United States as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;
(f) furnish to each seller of Registrable Securities 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 (and, if such registration includes an underwritten public offering, dated the date of any closing under the underwriting agreement), reasonably satisfactory in form and substance to such seller, and
(ii) a "comfort" letter, dated the effective date of such registration statement (and, if such registration includes an underwritten Public Offering, dated the date of any 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 substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' 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' letters delivered to the underwriters in underwritten Public Offerings of securities (or, in the case of the accountants' comfort letter, as may be delivered to shareholders pursuant to applicable AICPA standards);
(g) notify each 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 happening of any event as a result of which the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and, at the request and promptly prepare and furnish to such seller a reasonable number of any such seller, the Company will prepare 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 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;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by misleading in the 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) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority light of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registration.circumstances under which they were made;
Appears in 1 contract
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
; (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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;
(l) in expediting 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 common stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(n) obtain a cold comfort letter 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 of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement).
Appears in 1 contract
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Registration Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 days 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 dispositions by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions jurisdiction as any seller reasonably requests 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, provided that the Company will company shall not be required to (i) qualify generally to do business in any other jurisdiction where it would not otherwise be required to qualify but for this his subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed;
(g) provide a transfer agent and registrar for , to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities not later than the effective date of convert by such registration statement;
(h) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions statement as a NASDAQ "national market system security" within the holders meaning of a majority Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities being sold or and, without limiting the underwritersgenerality of the foregoing, if any, reasonably request in order to expedite or facilitate the disposition of arrange for at least two market makers to register as such with respect to such Registrable Securities; and
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registration.NASD;
Appears in 1 contract
Sources: Warrant Agreement (Oregon Baking Co Dba Marsee Baking)
Registration Procedures. Whenever the holders Corporation proposes to register shares of Registrable Securities have requested that any Registrable Securities be registered pursuant its Common Stock and Gorensteins exercise their rights to this AgreementPiggyback Registration set forth in Section 3, the Company Corporation will use its best efforts to effect the registration and the sale of such Registrable Shares under the Securities in accordance with the intended method of disposition thereof, Act and pursuant thereto the Company Corporation will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Shares and use its best efforts to cause such registration statement to become and remain effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, for such period as may be reasonably necessary to effect the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review sale of such counsel)securities, not to exceed three (3) months;
(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 to keep such registration statement effective for a such period as may be reasonably necessary to effect the sale of such securities, not less than 90 days to exceed three (3) months, and otherwise as may be necessary to 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 statementperiod;
(c) furnish to each seller of such Registrable Securities the Gorensteins such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller the Gorensteins may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerShares;
(d) use its best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions as any seller the Gorensteins reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller the Gorensteins to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller Shares (provided, provided that the Company Corporation 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required use its best efforts 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities Shares to be listed on each securities exchange on which similar securities issued by the Company Corporation are then listed;
(gf) provide a transfer agent and registrar for all such Registrable Securities Shares not later than the closing date of the sale of such shares;
(g) notify the Gorensteins promptly after it shall receive notice thereof, of the time when such registration statement has become effective date or a supplement to any prospectus forming a part of such registration statementstatement has been filed;
(h) enter into notify the Gorensteins of any request by the Commission for the amending or supplementing of such customary agreements registration statement or prospectus or for additional information;
(including an underwriting agreement in customary formi) prepare and take all promptly file with the Commission and promptly notify the Gorensteins of the filing of such other actions amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the holders result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a majority material fact or omit to state any material fact necessary to make the statements therein, in the light of the Registrable Securities being sold circumstances in which they were made, not misleading;
(j) advise the Gorensteins 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 underwritersinitiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) at least forty-eight hours prior to the filing of any registration statement or prospectus or any amendment or supplement to such registration statement or prospectus, if anyfurnish a copy thereof to the Gorensteins;
(l) provided that the Gorensteins request that at least 23,924 Registerable Shares be included in an underwritten Piggyback Registration, reasonably at the request of the Gorensteins, furnish on the date or dates provided for in order the underwriting agreement, a signed counterpart, addressed to expedite the Gorensteins, of (i) an opinion of counsel, and (ii) a letter or facilitate letters from the disposition independent certified public accountants of the Corporation, in each case covering such Registrable Securitiesmatters as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings; and
(m) use its best efforts to make generally available to its security holders, earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of any twelve (12) month period (or ninety (90) days, if such period is a fiscal year) (i) make available for inspection by commencing at the end of any seller of fiscal quarter in which Registerable Shares are sold to underwriters in an underwritten offering, or (ii) if not sold to underwriters in such Registrable Securitiesan offering, any underwriter participating in any disposition pursuant to this Agreement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties beginning with the first month of the Company, and cause Corporation's first fiscal quarter commencing after the Company's officers, directors and employees effective date of a registration statement which includes Registerable Shares. The Gorensteins shall furnish to supply all the Corporation in writing such information relating to the Gorensteins or the Registrable Shares as the Corporation may reasonably requested by any such seller, underwriter, attorney, accountant or agent request in connection with such the preparation of a registration statementstatement including Registrable Shares. In connection with any Demand Registration or Piggyback Registrationaddition, the holders of Gorensteins shall enter into and perform its obligations pursuant to any underwriting agreement acceptable to the Gorensteins to be entered into with respect to a registration that includes the Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registrationShares.
Appears in 1 contract
Registration Procedures. Whenever the holders of Registrable a majority of the Manager Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will applicable Registrant shall use its 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 thereto, the Company will applicable Registrant shall as expeditiously as possiblereasonably practicable:
(a) prepare and file with the Securities and Exchange Commission a registration statement statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will Registrant shall furnish to the counsel selected by the holders of a majority of the Registrable Manager Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of such Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 one hundred eighty (180) days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities of such Registrant such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will Registrant 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will Registrant 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company Registrant are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares, and including cooperating in reasonable marketing efforts, including participation by senior executives of the Registrant in any "roadshow" or similar meeting with potential investors);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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, Registrant and cause the Company's officers, directors directors, employees and employees independent accountants of the Registrant to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection ;
(j) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter of the Registrant 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 thereunder; and
(k) permit any Demand Registration holder of such Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or Piggyback Registrationa controlling person of the Registrant, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Registrant in writing, which in the reasonable judgment of such holder and its counsel should be included; and
(l) 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 common stock included in such registration statement for sale in any jurisdiction, the Registrant shall use its reasonable best efforts promptly to obtain the withdrawal of such order.
(m) 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(n) if such offering is an underwritten offering, obtain (and address to the underwriters and the holders of Registrable Securities will expeditiously supply who sell shares in the Company with all information offering) a cold comfort letter from the independent public accountants of the Registrant in customary form and copies covering such matters of all documents the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably necessary request;
(o) provide (and address to effect the underwriters and the holders of Registrable Securities who sell shares in the offering) a legal opinion of the outside counsel of the Registrant, 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 compliance with customary form and covering such matters of the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness type customarily covered by legal opinions of any such registrationnature.
Appears in 1 contract
Sources: Registration Rights Agreement (GT Solar International, Inc.)
Registration Procedures. Whenever the holders of Registrable Securities Holders have requested that any Registrable Securities Shares be registered pursuant to this AgreementSection 11, the Company will shall use its best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereof, and pursuant thereto the Company will shall as expeditiously as possible:
(ai) prepare and file with the Securities and Exchange Commission Commission, within 90 days of receiving a request for a Demand Registration, a registration statement with respect to such Registrable Securities, Shares and use its best efforts to cause such registration statement to become effective (provided that a reasonable time before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders Holders of a majority of the Registrable Securities Shares covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(bii) notify each Holder of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(ciii) furnish to each seller of such Registrable Securities Shares such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such seller;
(div) use its best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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 Shares owned by such seller (provided, provided that the Company will shall not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (iiB) subject itself to taxation in any such jurisdiction or (iiiC) consent to general service of process in any such jurisdiction);
(ev) notify each seller of such Registrable SecuritiesShares, at any 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, andwhereupon such sellers shall cease distributing any Shares until, at the request of any such seller, the Company will shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus will shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(fvi) cause all such Registrable Securities Shares to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on Nasdaq and, if listed on Nasdaq, use its best efforts to secure designation of all such Shares covered by such registration statement as a Nasdaq "national market system security" within the meaning of Rule 11Aa2-1 promulgated by the Securities and Exchange Commission or, 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 NASD;
(gvii) provide a transfer agent and registrar for all such Registrable Securities Shares not later than the effective date of such registration statement;
(hviii) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders Holders of a majority of the Registrable Securities Shares being sold or the underwriters, if any, underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andShares (including effecting a stock split or a combination of shares);
(iix) make available for inspection by any seller of such Registrable SecuritiesShares, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(x) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated by the rules Securities and regulations thereunder Exchange Commission;
(xi) permit any Holder who might, in its sole and shall otherwise cooperate with exclusive judgment, be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration 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; and
(xii) in expediting 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 equity securities included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order.
Appears in 1 contract
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its 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 expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of 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 to keep such registration statement effective for a period of not less than 90 days nine months 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 set forth in such registration statement;
(c) if requested by the holders of a majority of the BRS Registrable Securities in connection with any Demand Registration requested by such holders, use its commercially reasonable efforts to cause to be included in such registration Common Stock having an aggregate value (based on the mid-point of the proposed offering price range specified in the registration statement used to offer such securities) of up to $30 million, to be offered in a primary offering of the Company's securities contemporaneously with such offering of Registrable Securities;
(d) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(de) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction);
(ef) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will promptly prepare 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 fact necessary to make the statements therein not misleading;
(fg) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the National Association of Securities Dealers Automated Quotations National Market System ("NASDAQ") and, if listed on the NASDAQ, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the National Association of Securities Dealers;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, effecting a stock split or a combination of shares);
(ij) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(k) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earning statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earning statement shall satisfy the provisions of Section 11
(a) of the Securities Act and Rule 158 thereunder;
(l) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and shall its counsel should be included;
(m) 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 common stock 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) 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 to enable the sellers thereof to consummate the disposition of such Registrable Securities; and (o) obtain a "cold comfort" letter 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 of a majority of the Registrable Securities being sold reasonably request. If any such registration or comparable statement refers to any holder by name or otherwise cooperate with as the holder of any securities of the Company and if, in its sole and exclusive judgment, such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, 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 the Company, or (ii) in 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; PROVIDED, that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel in expediting to such effect, which opinion and counsel shall be reasonably satisfactory to the effectiveness of any such registrationCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Town Sports International Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities within 120 days (in connection with an initial Public Offering) or 60 days (in connection with all other Public Offerings) and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);
(b) promptly notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel in expediting should be included; and
(l) the effectiveness Company agrees to file all reports and supplements which are required to be filed by the Company under the Securities Act so that it may be eligible to effect any registration of Registrable Securities on Form S-3 or any comparable form, successor form or other form if such registrationform is available for use by the Company.
Appears in 1 contract
Sources: Investor Rights Agreement (Aldabra Acquisition CORP)
Registration Procedures. (a) Whenever the holders Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its 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 expeditiously as possible:
(ai) prepare and file with the Securities and Exchange Commission a registration statement Registration Statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement Registration Statement to become effective (provided PROVIDED, that before filing a registration statement Registration Statement or prospectus Prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement Registration Statement, copies of all such documents proposed to be filed, which documents will be subject to the timely review of such counsel);
(bii) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period of not less more than 90 days and six (6) months and, comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such effective period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(ciii) upon request, furnish to each seller of such Registrable Securities such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and such other documents as each such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by each such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, seller; PROVIDED that the Company will not be required (A) to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubparagraph (a)(iv), (iiB) to subject itself to taxation in any such jurisdiction or (iiiC) to consent to general service of process in any such jurisdiction);
(ev) notify each seller of such Registrable Securities, at any time when a prospectus 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 Prospectus included in such registration statement Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will promptly prepare (and, when completed, give notice to each seller of Registrable Securities) 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 fact necessary to make the statements therein not misleading; PROVIDED that upon such notification by the Company, each seller of such Registrable Securities will not offer or sell such Registrable Securities until the Company has notified such seller that it has prepared a supplement or amendment to such Prospectus and delivered copies of such supplement or amendment to such Seller;
(fvi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed with the National Association of Securities Dealers automated quotation system ("NASDAQ");
(gvii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(hviii) enter into all such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Investor Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including, without limitation, effecting a stock split or a combination of shares);
(iix) make available for inspection on a confidential basis by any seller of such Registrable Securitiesseller, any underwriter participating in any disposition pursuant to this Agreementsuch Registration Statement, and any attorney, accountant or other agent retained by any such seller or underwriterunderwriter (in each case after reasonable prior notice), all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors directors, employees and employees independent accountants to supply on a confidential basis all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with Registration Statement;
(x) permit any Demand Registration or Piggyback Registration, the holders holder of Registrable Securities will expeditiously supply which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company with all information and copies within the meaning of all documents reasonably necessary Section 15 of the Securities Act, to effect participate in the preparation of such registration in compliance with or comparable statement and to permit the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included, provided that such material shall be furnished under such circumstances as shall cause it to be subject to the indemnification provisions provided pursuant to Section 8(b) hereof; and
(xi) in expediting 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 Registrable Securities included in such registrationRegistration Statement for sale in any jurisdiction, the Company will use its best efforts promptly to obtain the withdrawal of such order.
Appears in 1 contract
Registration Procedures. Whenever the holders of Registrable Securities have In connection with any ----------------------- registration pursuant to Section 1 hereof, whenever Independence has requested that any Registrable Securities be registered pursuant to this Agreement, the Company Atlas will use its 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 the Company Atlas will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of 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 to keep such registration statement effective for a period of not less than 90 days 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 set forth in such registration statement;
(c) furnish to each seller Seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller Seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerit;
(db) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller Independence reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller each Seller of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller Seller, provided (provided, Page 58 of 64 pages) that the Company Atlas 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction)jurisdiction except to the extent required by applicable law;
(ec) notify each seller 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such sellerSeller, the Company Atlas will prepare 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 fact necessary to make the statements therein not misleading;
(fd) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company Atlas are then listed;
(ge) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementSecurities;
(hf) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, Independence reasonably request requests in order to expedite or facilitate the disposition of such Registrable Securities; andprovided, however, that in the event of any underwritten offering, Independence will be responsible for the reasonable fees and disbursements of one counsel to Atlas for such counsel's review of the underwriting agreement to the extent such fees and disbursements exceed $2,500 up to a maximum amount of $20,000;
(ig) make available for inspection by any seller Seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreementsuch registration statement, and any attorney, accountant or other agent retained by any such seller Seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyAtlas, and cause the Company's Atlas' officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such sellerSeller, underwriter, attorney, accountant or agent in connection with such registration statement; and
(h) obtain a cold comfort letter from Atlas' independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement). In connection with Independence agrees that, upon receipt of any Demand Registration or Piggyback Registrationnotice from Atlas of the happening of any event of the kind described in Section 3.1(c) hereof, the holders Independence will forthwith discontinue disposition of Registrable Securities will expeditiously supply pursuant to the Company with all information and copies registration statement covering such Registrable Securities until Independence's receipt of all documents reasonably necessary to effect such registration in compliance written notice (Page 59 of 64 pages) that sales may continue with the Securities Act existing prospectus or the supplemented or amended prospectus contemplated by Section 3(c) hereof. In the event Independence is not able to commence sales of Shares pursuant to an effective registration statement not later than 60 days after the date of a notice pursuant to Section 3(c) (the "Notice Date"), Atlas shall pay to Independence an amount per share equal to the difference (but only if the price in (ii) is less than the price in (i)), if any, between (i) the actual sales price subsequently received from any sales by Independence during a number of days following the date on which such sales become permissible which is equal to the number of days over 60 during which such sales were not allowed and (ii) the rules average of (A) the closing sales prices on any national securities exchange or the NASDAQ National Market System on which the Common Stock is listed or included, or (B) the average of the bid and regulations thereunder asked prices on NASDAQ if not so listed or included for the days in excess of 60 from the Notice Date (such average closing sales prices or average bid and shall otherwise cooperate with asked price, as the Company and its counsel in expediting case may be, being referred to as the effectiveness "Deemed Sales Price"), plus interest calculated on the Deemed Sales Price from the 61st day after the Notice Date to the date of any such registrationactual sale at the rate of 12% per annum.
Appears in 1 contract
Sources: Registration Rights Agreement (Independence Mining Company Inc)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the The Company will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities pursuant to this Agreement in accordance with the intended method methods of disposition thereof, and pursuant thereto the Company will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus the Registration Statement or any amendments amendment or supplements supplement thereto, the Company will furnish to the any counsel selected by the holders of a majority of the Registrable Securities covered by a copy of such registration statement copies of all Registration Statement, amendment or supplement and allow such documents proposed counsel reasonable time to be filedreview and comment on such Registration Statement, which documents will be subject amendment or supplement prior to the review of filing thereof and will provide such counsel)counsel with all written correspondence with the SEC regarding such Registration Statement, amendment or supplement;
(b) prepare and file with the Securities SEC the Registration Statement, and Exchange Commission such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period of not less than 90 days the periods provided for in Section 2.2 or the periods contemplated by the Company or the Holders requesting any Registration Statement filed pursuant to Section 2.3, and comply in compliance with the provisions all applicable rules and regulations of the Securities Act with respect to SEC and the disposition terms 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 statementthis Agreement;
(c) furnish to each seller of Holder selling such Registrable Securities such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement the Registration Statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerHolder;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other state securities or “blue sky sky” laws of as the selling Holders selling such jurisdictions as any seller Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably necessary or reasonably advisable to enable such seller Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller Holder and to keep each such registration or qualification (or exemption therefrom) effective during the period which the Registration Statement is required to be kept effective (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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of Holder selling 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 as a result of which the prospectus included in such registration statement the Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and, at the request of any such sellerHolder, the Company will as soon as possible prepare and furnish to such Holder 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 fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(f) cause all such Registrable Securities to be listed or quoted on each securities exchange or quotation service on which similar securities issued by the Company are then listed or quoted and, if not so listed, to be approved for trading on any automated quotation system of a national securities association on which similar securities of the Company are quoted;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(h) enter into such customary agreements (including an underwriting agreement in agreements containing customary formrepresentations and warranties) and take all such other customary and appropriate actions as the holders of a majority of the Registrable Securities being sold or the managing underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and;
(i) notify each Holder of any stop order issued or threatened by the SEC;
(j) otherwise comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) 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 to promptly obtain the withdrawal of such order;
(l) with respect to an underwritten offering pursuant to any Registration Statement filed under Section 2.2, obtain one or more comfort letters, dated the effective date of the Registration Statement and, if required by the managing underwriters, dated the date of the closing under the underwriting agreement, signed by the Company’s independent public accountants in customary form and covering such matter of the type customarily covered by comfort letters in similar transactions;
(m) with respect to an underwritten offering pursuant to any Registration Statement filed under Section 2.2, obtain a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement and, if required by the managing underwriters, 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 in similar transactions;
(n) subject to execution and delivery of mutually satisfactory confidentiality agreements, make available at reasonable times for inspection by any seller of each Holder selling such Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to this Agreementthe Registration Statement, and any attorney, accountant or other agent retained by such Holder or any such seller or managing underwriter, all during normal business hours of the Company at the Company’s corporate office in Manitowoc, Wisconsin and without unreasonable disruption of the Company’s business or unreasonable expense to Company and solely for the purpose of due diligence with respect to the Registration Statement, legally disclosable, financial and other records, records and pertinent corporate documents and properties of the CompanyCompany and its subsidiaries reasonable requested by such Persons, and cause the Company's officers’s employees to, directors and employees to request its independent accountants to, supply all similar information reasonably requested by any such sellerPerson, underwriter, attorney, accountant or agent as shall be reasonably necessary to enable them to exercise their due diligence responsibility;
(o) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with such registration statement. In connection any filings required to be made with any Demand Registration the OTC Bulletin Board or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with FINRA; and
(p) take all information and copies of all documents other steps reasonably necessary to effect such the registration in compliance with of the Registrable Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registrationcontemplated hereby.
Appears in 1 contract
Sources: Registration Rights Agreement (Tower Tech Holdings Inc.)
Registration Procedures. Whenever the holders of Registrable ----------------------- Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will 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, and pursuant thereto the Company will shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)effective;
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 days 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 set forth in such registration statement;; provided, however, that if the Company is eligible to use Form S-3, the holders of Registrable Securities may require the Company to keep such registration effective as a "shelf registration" for a period of up to 2 years, subject to the provisions of Sections 2(f) and (g) above; ---------------------
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, seller; provided that the Company will shall not be required to to: (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, ; (ii) subject itself to taxation in any such jurisdiction jurisdiction; or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed or quoted on each securities exchange or market on which similar securities issued by the Company are then listed; provided, however, that if the Company's securities are not listed or quoted on a securities exchange or market, the Stockholders will not have the right to a registration under Section 2 or Section 3 of this --------- ---------- Agreement;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and;
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreementsuch 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its reasonable best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) in the rules and regulations thereunder and shall otherwise cooperate with event of the issuance of any stop order suspending the preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to obtain the withdrawal of such order;
(l) subject to Section 5(d) above, use its reasonable best efforts to ------------ cause any 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;
(m) if the offering is underwritten, use its reasonable best efforts to furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration, an opinion dated such date of counsel representing the Company for the purposes of such registration and its counsel a "comfort letter" from the Company's independent accountants, addressed to the underwriters covering such issues as are reasonably required by such underwriters; and
(n) notwithstanding anything in expediting the foregoing to the contrary, the Company may delay the effectiveness of any registration statement, or suspend offers and sales under any effective registration statement, at any time for an aggregate of up to 90 days in any 12-month period if the Company's Board of Directors determines, in good faith, that such registrationdelay or suspension would be in the best interests of the Company.
Appears in 1 contract
Registration Procedures. Whenever the holders of Registrable Securities have Purchaser has requested that any Registrable Securities Shares be registered pursuant to this Agreement, the Company will shall use its best efforts to effect the registration and the sale of such Registrable Securities Shares in accordance with the intended method of disposition thereof, and pursuant thereto the Company will shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission ("SEC") a registration statement with respect to such Registrable Securities, Shares and use its best efforts to cause such registration statement to become effective (provided effective; PROVIDED that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement Purchaser copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify Purchaser of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission 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 90 180 days 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 set forth in such registration statement;the
(c) furnish to each seller of such Registrable Securities Purchaser such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such sellerPurchaser;
(d) use its best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions as any seller Purchaser reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller Purchaser to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided, Shares; PROVIDED that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable SecuritiesPurchaser, at any 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such sellerPurchaser, the Company will shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus will shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities Shares to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system;
(g) provide a transfer agent and registrar for all such Registrable Securities Shares not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, Purchaser may reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andShares;
(i) make available for inspection by any seller of such Registrable SecuritiesPurchaser, any underwriter participating in any disposition pursuant to this Agreement, such registration statement and any attorney, accountant or other agent retained by any such seller Purchaser or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such sellerPurchaser, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit Purchaser in its sole and exclusive judgment, to participate in the rules and regulations thereunder and shall otherwise cooperate with preparation of such registration or comparable statement;
(l) in the Company and its counsel in expediting 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 Shares included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) use its best efforts to cause such Shares covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable Purchaser to consummate the disposition of such Shares; and
(n) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as Purchaser may reasonably request.
Appears in 1 contract
Sources: Registration Agreement (Diversified Opportunities Group LTD)
Registration Procedures. (a) Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will 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, and pursuant thereto the Company will shall as expeditiously as possible:
(ai) prepare and file with the Securities and Exchange Commission a registration statement statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (effective; provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority [***] of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and reasonable comment of such counsel);
(bii) notify each holder of such Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 days [***] (or such lesser period until all such Registrable Securities have been sold) 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 set forth in such registration statement;
(ciii) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, seller; provided that the Company will 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(ev) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(fvi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;
(gvii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hviii) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority [***] of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and;
(iix) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection ;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least [***] beginning 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 thereunder;
(xi) permit any Demand Registration holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or Piggyback Registrationa 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;
(xii) 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 common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order.
(xiii) 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; and
(xiv) in the event the Registrable Securities are sold pursuant to an underwritten public offering, use its reasonable best efforts to obtain a cold comfort letter from the Company’s independent public accountants and a legal opinion from the Company’s counsel, in customary form and covering such matters of the type customarily covered by cold comfort letters and legal opinions, as the case may be; provided that such Registrable Securities constitute at least [***] of the securities covered by such registration statement.
(b) If the Company has delivered a prospectus to the Registrable Securities and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the holders of Registrable Securities and, if requested, the holders of Registrable Securities will expeditiously supply shall immediately cease making offers of Registrable Securities and return all prospectuses to the Company. The Company shall promptly provide the holders of Registrable Securities with revised prospectuses and, following receipt of the revised prospectuses, the holder of Registrable Securities shall be free to resume making offers of Registrable Securities.
(c) In the event that, in the judgment of the Company, it is advisable to suspend use of a prospectus included in a registration statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company with believes public disclosure would be detrimental to the Company, the Company shall notify all information and holders of Registrable Securities to such effect, and, upon receipt of such notice, each such holder of Registrable Securities shall immediately discontinue any sales of Registrable Shares pursuant to such registration statement until such holder of Registrable Securities has received copies of all documents reasonably necessary to effect a supplemented or amended prospectus or until such registration holder of Registrable Securities is advised in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with writing by the Company that the then current prospectus may be used and its counsel in expediting the effectiveness has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such registrationprospectus.
Appears in 1 contract
Sources: Registration Rights Agreement (PureTech Health PLC)
Registration Procedures. Whenever the holders of Registrable Securities have ▇▇▇▇▇▇▇▇ has requested that any Registrable Securities be registered pursuant to this Agreement, the Company will VillageEDOCS 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, and pursuant thereto the Company will VillageEDOCS shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable Securities, Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)effective;
(b) notify ▇▇▇▇▇▇▇▇ of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission 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 the prospectus included therein usable for a period of not less than 90 days commencing on the date that such registration statement is initially declared effective by the SEC and ending on the date when all Registrable Securities covered by such registration statement have been sold pursuant to the registration statement or cease to be Registrable Securities, 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities ▇▇▇▇▇▇▇▇ such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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▇▇▇▇▇▇▇▇;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller ▇▇▇▇▇▇▇▇ reasonably requests 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 will VillageEDOCS shall not be required to to: (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, ; (ii) subject itself to taxation in any such jurisdiction jurisdiction; or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller▇▇▇▇▇▇▇▇, the Company will VillageEDOCS 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed or quoted on each securities exchange or market on which similar securities issued by the Company VillageEDOCS 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) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and;
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreementsuch 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 CompanyVillageEDOCS, and cause the Company's VillageEDOCS' officers, directors directors, managers, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its reasonable best efforts to comply with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the applicable rules and regulations thereunder and shall otherwise cooperate with of the Company and its counsel SEC;
(k) in expediting 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 Registrable Securities included in such registration statement for sale in any jurisdiction, VillageEDOCS shall use its reasonable best efforts promptly to obtain the withdrawal of such order;
(l) subject to Section (d) above, use its reasonable best efforts to cause any 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; and
(m) if the offering is underwritten, use its reasonable best efforts to furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration, an opinion dated such date of counsel representing VillageEDOCS for the purposes of such registration, addressed to the underwriters covering such issues as are reasonably required by such underwriters.
Appears in 1 contract
Registration Procedures. Whenever the holders of Registrable Securities ----------------------- have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 180 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the 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) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split, a combination of shares, or other recapitalization);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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;
(l) in expediting 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 Common Stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering the matters customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request; and
(n) 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 to enable the sellers thereof to consummate the disposition of the Registrable Securities.
Appears in 1 contract
Registration Procedures. Whenever In connection with the holders obligations of Registrable Securities have requested that the Company with respect to any Registrable Securities be registered registration pursuant to this Agreement, the Company will shall use its best efforts to effect or cause to be effected the registration and of the Registrable Shares under the Securities Act to permit the sale of such Registrable Securities Shares by the Holder or Holders in accordance with the customary methods of sale or distribution, including through brokers' transactions and block trades, as well as any other intended method or methods of disposition thereofdistribution reasonably requested by any Investor or any other Holder by notice to the Company prior to the filing of the Registration Statement, and pursuant thereto the Company will as expeditiously as possibleshall:
(a) prepare cause each such Prospectus contained therein to be supplemented by any required prospectus supplement, and file with as so supplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of 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 to keep such registration statement effective for a period of not less than 90 days Act and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement each Registration Statement during such the applicable period in accordance with the intended method or methods of disposition distribution by the sellers thereof set forth in such registration statementselling Holder thereof;
(cb) furnish to each seller of such Registrable Securities such number of any Holder named in any Prospectus without charge, as many copies of such registration statementProspectus, each and any amendment and or supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) thereto and such other documents as such seller Holder may reasonably request request, in order to facilitate the public sale or other disposition of the Registrable Securities owned Shares; the Company consents to the use of any such Prospectus by such sellerHolder in connection with the offering and sale of the Registrable Shares covered by any such Prospectus;
(dc) use its best efforts to register or qualify such qualify, or obtain exemption from registration or qualification for, all Registrable Securities Shares by the time the applicable Registration Statement is declared effective by the Commission under such other all applicable state securities or "blue sky sky" laws of such jurisdictions as any seller Investor or any other Holder shall reasonably requests request in writing, keep each such registration or qualification or exemption 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 each Holder to consummate the disposition in each such jurisdictions jurisdiction of the such Registrable Securities Shares owned by such seller (providedHolder; PROVIDED, HOWEVER, that the Company will shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not be otherwise be required to qualify or register but for this subparagraphSECTION 5(c), (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent submit to the general service of process in any such jurisdiction);
(ed) notify the Investor and each seller of other Holder promptly and, if requested by the Investor or any other Holder, confirm such Registrable Securities, at any time advice in writing (i) when a prospectus relating Registration Statement has become effective and when any post-effective amendments and supplements thereto is required to be delivered under become effective, (ii) of the Securities Actissuance by the Commission or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, and (iii) of the happening of any event during the period a Registration Statement is effective as a result of which such Registration Statement or the prospectus included in such registration statement related Prospectus contains an any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (which advice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made);
(e) during the effectiveness of any Registration Statement, anduse its reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of any enjoining order suspending the use or effectiveness of such Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any jurisdiction, at the request earliest possible moment;
(f) upon request, furnish to each requesting Holder, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);
(g) except as provided in SECTION 6 hereof, upon the occurrence of any such sellerevent contemplated by SECTION 5(d)(iii) hereof, the Company will use its best efforts to promptly prepare a supplement or post-effective amendment to such prospectus a 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 SecuritiesShares, 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;
(fh) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued if requested by the Company are then listed;
representative underwriters, if any, or any Holders of Registrable Shares being sold in connection with an Underwritten Offering, (gi) provide promptly incorporate in a transfer agent and registrar for all prospectus supplement or post-effective amendment such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions information as the holders representative of a majority of the Registrable Securities being sold or the underwriters, if any, or such Holders indicate relates to them or otherwise reasonably request in order to expedite or facilitate the disposition be included therein, and (ii) make all required filings of such Registrable Securities; andprospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(i) in connection with an Underwritten Offering of Registrable Shares, make available for to inspection by representatives of the Holders and the representative of any seller of such Registrable Securities, any underwriter underwriters participating in any disposition pursuant to this Agreement, a Registration Statement and any attorney, special counsel or accountant or other agent retained by any such seller Holders or underwriterunderwriters, all financial and other records, pertinent corporate documents and properties of the Company, Company and cause the Company's respective officers, directors and employees of the Company to supply all information reasonably requested by any such sellerrepresentatives, underwriterthe representative of the underwriters, attorney, accountant the special counsel or agent accountants in connection with a Registration Statement; PROVIDED, HOWEVER, that such registration statement. In connection with any Demand Registration records, documents or Piggyback Registrationinformation which the Company determines, in good faith, to be confidential and notifies such representatives, representative of the underwriters, special counsel or accountants are confidential shall be kept confidential and shall not be disclosed by the representatives, representative of the underwriters, special counsel or accountants unless (i) subject to the provisions of SECTION 6 hereof, the holders disclosure of Registrable Securities will expeditiously supply such records, documents or information is necessary to avoid or correct a misstatement or omission in a Registration Statement or Prospectus, (ii) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or is otherwise required by law or legal process or a regulatory body, or (iii) such records, documents or information have been generally made available to the public and provided, that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of the Holders and the other parties entitled thereto by one counsel designated by and on behalf of such Holders and other parties reasonably acceptable to the Company;
(j) if the Company has listed its Common Stock on an exchange or market, use its best efforts (including, without limitation, seeking to cure any deficiencies (within the Company's control) cited by the exchange or market in the Company's listing application) to list all Registrable Shares on such exchange or market;
(k) prepare and file in a timely manner all documents and reports pursuant to the Exchange Act which are incorporated by reference into any Registration Statement;
(l) provide a CUSIP number for all Registrable Shares, not later than the effective date of the Registration Statement;
(m) use its best efforts to comply with all information applicable rules and copies regulations of all documents the Commission and make generally available to its securityholders, as soon as reasonably necessary to effect such registration in compliance with practicable, earnings statements covering at least 12 months which satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 (or any similar rule promulgated under the rules Securities Act) thereunder;
(n) provide and regulations thereunder cause to be maintained a transfer agent for all Registrable Shares covered by any Registration Statement from and shall otherwise after a date not later than the effective date of such Registration Statement;
(o) in connection with any sale or transfer of the Registrable Shares that will result in such securities no longer being restricted from resale without registration under the Securities Act, cooperate with the Holders and the representative of the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be sold, which certificates shall not bear any restrictive legends, and to enable such Registrable Shares to be in such denominations and registered in such names as the representative of the underwriters, if any, or Holders may request at least two Business Days prior to any sale of the Registrable Shares; and
(p) upon effectiveness of the first Registration Statement of the Company declared effective relating to the Common Stock, the Company will take such actions and its counsel in expediting make such filings as are necessary to effect the registration of the Common Stock under the Exchange Act simultaneously with or immediately following the effectiveness of the Registration Statement. The Company may require each Holder to furnish to the Company such information regarding the proposed distribution by such Holder of Registrable Shares as the Company may from time to time reasonably request in writing and no Holder shall be entitled to be named as a selling securityholder in any Registration Statement and no Holder shall be entitled to use the Prospectus forming a part thereof if such registrationHolder does not provide such information to the Company. Upon receipt of written notice from the Company of the happening of any event of the kind described in SECTION 5(d)(iii) hereof, the Holders will immediately discontinue disposition of Registrable Shares pursuant to a Registration Statement until the Holders' receipt of the copies of a supplemented or amended Prospectus. If so requested by the Company, the Holders will deliver to the Company (at the expense of the Company) all copies in their possession, other than permanent file copies then in the Holders' possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice.
Appears in 1 contract
Sources: Registration Rights Agreement (Precision Response Corp)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its best efforts to effect affect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will shall as expeditiously as possible:
(a) prepare and (within 60 days after the end of the period within which requests for registration may be given to the Company) file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or jurisdiction, (iii) consent to general service of process in any such jurisdictionjurisdiction or (iv) register or qualify such Registrable Securities under any jurisdiction other than the United States);
(e) 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 known to the Company as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 known to the Company or omit to state any fact known to the Company necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or approved for quotation on any automated quotation system on which similar securities issued by the Company are then listedlisted or approved for quotation;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a stock split or a combination of shares);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its reasonable best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder and shall otherwise cooperate with 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;
(l) in expediting 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 common stock included in such registrationregistration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to obtain the withdrawal of such order;
(m) 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;
(n) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters, which letter shall be addressed to the underwriters; and use its reasonable best efforts to cause such cold comfort letter to also be addressed to the holders of such Registrable Securities; and
(o) obtain an opinion from the Company's outside counsel in customary form and covering such matters of the type customarily covered by such opinions, which opinion shall be addressed to the underwriters and the holders of such Registrable Securities.
Appears in 1 contract
Registration Procedures. (a) Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this AgreementSection 2 or Section 3, the Company will use its 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 expeditiously as possible:
(ai) prepare and file with the Securities and Exchange Commission a registration statement on the appropriate form with respect to such Registrable Securities, and use its reasonable best efforts to cause such registration statement to become effective as soon as reasonably practicable after the filing thereof (provided provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the The Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject filed to the review any holder of Registrable Securities covered by such counselregistration statement);
(bii) 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 to keep such registration statement effective for a period of not less than 90 days the period set forth in such section or such shorter period which will terminate when Registrable Securities covered by such registration statement 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 during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) notify each seller of Registrable Securities requesting registration promptly after the Company shall receive notice thereof of the time when such registration statement has been filed;
(iv) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including including, without limitation, each preliminary 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;
(dv) use its reasonable 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 any seller reasonably requests 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, 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 subparagraph, (ii) or subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionjurisdiction where it is otherwise not then so subject);
(evi) 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 as a result which requires the making of which any change in the prospectus included in such registration statement contains so that such document will not contain an untrue statement of a material fact or omits omit 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 such seller, the Company will 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;
(fvii) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on or exchanges, automated quotation system or over-the-counter market upon which similar securities issued by of the Company of the same class 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;
(hviii) 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 the holders Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; and;
(iix) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant otherwise use its reasonable best efforts to this Agreement, 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 and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company comply with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the applicable rules and regulations thereunder and shall otherwise cooperate with of the Company and its counsel Commission;
(x) in expediting 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 disqualification of any common stock included in such registration.registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;
Appears in 1 contract
Sources: Registration Rights Agreement (Future Petroleum Corp/Ut/)
Registration Procedures. Whenever (a) In connection with the holders obligations of the Company with respect to the Shelf Registration Statement, the Company shall:
(1) prepare and file with the SEC the Shelf Registration Statement on an appropriate form under the 1933 Act, which form (x) shall be selected by the Company and (y) shall be available for the resale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form;
(2) prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement effective for the Registration Period and cause each Prospectus to be supplemented by any required prospectus supplement and cause any supplement to be filed pursuant to Rule 424 under the 1933 Act;
(3) furnish to each Holder of Registrable Securities, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any supplement thereto and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and the Company consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law and the terms hereof by each of the selling Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, in connection with the Company will use its best efforts to effect the registration offering and the sale of such the Registrable Securities in accordance with the intended method plan and manner of disposition thereof, distribution which is attached hereto as Annex A and pursuant thereto the Company will as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to included in the review of such counsel)Prospectus;
(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 to keep such registration statement effective for a period of not less than 90 days 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 set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d4) use its reasonable best efforts to register or qualify such the Registrable Securities under such other all applicable state securities or “blue sky sky” laws of such jurisdictions as any seller selling Holder of Registrable Securities shall reasonably requests request in writing by the time the Shelf Registration Statement is filed with the SEC, and do any and all other acts and things which that may be reasonably necessary or advisable to enable such seller Holder to consummate the disposition in each such jurisdictions jurisdiction of the such Registrable Securities owned by such seller (Holder; provided, however, that the Company will shall not be required to (i) 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 but for this subparagraphSection 3(a)(4), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject;
(5) promptly notify each Holder of Registrable Securities and, if requested by any such Holder, confirm such advice in writing (i) when the Shelf Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to the Shelf Registration Statement and Prospectus or for additional information after the Shelf Registration Statement has become effective, (iii) consent of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose, or of any notification with respect to general service the suspension of process the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and in any such jurisdictioncase, the Company shall make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement and provide immediate notice to each Holder of the withdrawal of any such order;
(6) upon request, furnish to each Holder, without charge, a conformed copy of the Shelf Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto);
(e7) notify each seller cooperate with the selling Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold and not bearing any restrictive legends and enable such Registrable Securities, at any time when a prospectus relating thereto is required Securities to be delivered in such denominations and registered in such names as the selling Holders may reasonably request at least three business days prior to the delivery of any Registrable Securities sold under the Securities Act, of Shelf Registration Statement;
(8) upon the happening occurrence of any event as a result of which during the prospectus included Registration Period that makes any statement made in such registration statement contains an the Shelf Registration Statement or the related Prospectus untrue statement of a in any material fact respect or omits any fact necessary to make that requires the statements therein not misleading, and, at the request making of any such seller, changes in the Company will prepare a supplement Shelf Registration Statement or amendment to such prospectus Prospectus 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;
(f) cause all such Registrable Securities , immediately notify each selling Holder and use its commercially reasonable best efforts to be listed on each securities exchange on which similar securities issued prepare and file with the SEC a supplement or post-effective amendment to the 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 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) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a majority purchasers of the Registrable Securities being sold Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the underwritersstatements therein, if anyin light of the circumstances under which they were made, reasonably request in order to expedite or facilitate the disposition of such Registrable Securitiesnot misleading; and
(i9) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 and employees to supply all information if reasonably requested by any Holder covered by the Shelf Registration Statement, promptly incorporate in a Prospectus supplement such sellerinformation with respect to such Holder as such Holder reasonably requests to be included therein,
(b) The Company may require each Holder to furnish to the Company such information regarding the Holder and evidence of its compliance with the terms of Sections 3(b), underwriter, attorney, accountant 3(c) and 3(d) of this Agreement and applicable securities laws and regulations applicable to the sale of Registrable Securities as the Company may from time to time reasonably request in writing. Each Holder agrees to distribute Registrable Securities only in the manner described in Annex A and in compliance therewith. Each Holder is furnishing information to the Company in the form of Annex B concurrently with the execution of this Agreement. Each Holder represents and warrants that it has not held any position or agent office or had any other material relationship with the Company (or its predecessors or affiliates) during the three years prior to the date hereof. Each Holder further represents and warrants that the foregoing information is accurate and complete and that the securities to be offered pursuant to the Shelf Registration Statement will include only Registrable Securities. Each Holder agrees to promptly notify the Company of any inaccuracies or changes in the information provided to the Company that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. Each Holder authorizes the Company to include such information (without independently verifying the accuracy or completeness thereof) in the Shelf Registration Statement and/or other documents prepared or filed in connection therewith or in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders sales of Registrable Securities thereunder. When Registrable Securities have been transferred pursuant to the Shelf Registration Statement, each Holder shall provide notice to the Company specifying the identity of such transferring Holder and the number of shares of Registrable Securities so transferred, and certifying that (i) the prospectus delivery requirements of the 1933 Act have been satisfied, (ii) the Holder is named as a “Selling Security Holder” in the Shelf Registration Statement, (iii) the aggregate number of shares of Company Common Stock transferred are not in excess of those listed in the Shelf Registration Statement as being offered by such Holder, and (iv) the transfer was described in the section captioned “Plan of Distribution” in the Shelf Registration Statement.
(c) Each Holder agrees to, as expeditiously as possible, (i) notify the Company of the occurrence of any event that makes any statement made in the Shelf Registration Statement or Prospectus regarding such Holder untrue in any material respect or that requires the making of any changes in the Shelf Registration Statement or Prospectus so that, in such regard, (A) in the case of the Shelf Registration Statement, it will expeditiously supply not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) in the case of a Prospectus, it will not contain any untrue statement of 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 in which they were made, not misleading, (ii) provide the Company with all such information as may be required to enable the Company to prepare a supplement or post-effective amendment to the Shelf Registration Statement or a supplement to such Prospectus, and (iii) execute and deliver such other agreements, instruments or documents, or take such other actions, or refrain from taking such other actions, as reasonably requested by the Company to implement the terms, conditions, agreements and transactions contemplated by the Agreement. Each Holder acknowledges and agrees that the performance by the Company of its obligations in respect of such Holder set forth in Section 3(a) and contained elsewhere in this Agreement are conditioned upon and subject to such Holder’s timely compliance with its obligations under Section 3(b), (c) and (d) and contained elsewhere in this Agreement.
(d) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(a)(8) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of all documents reasonably necessary the supplemented or amended Prospectus contemplated by Section 3(a)(8) hereof, and, if so directed by the Company, such Holder will deliver to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and all copies in its counsel possession, other than permanent file copies then in expediting such Holder’s possession, of the effectiveness Prospectus covering such Registrable Securities current at the time of receipt of such notice. Each Holder agrees that in the event it receives any notice from the Company under Section 3(a)(8), it will not disclose such registrationfact to any Person.
Appears in 1 contract
Sources: Registration Rights Agreement (Guided Therapeutics Inc)
Registration Procedures. Whenever the holders any Holder(s) of Registrable Securities have has requested that any Registrable Securities be registered pursuant to this Agreement, the Company will 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, and pursuant thereto the Company will shall as expeditiously promptly as possiblepracticable:
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable SecuritiesSecurities in accordance with the provisions hereof, and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the one counsel selected by the holders Holders of a majority of the Registrable Securities covered by such registration statement (“Counsel to the Holders”) copies of all such documents proposed to be filed, which documents will shall be subject to the prompt review and comment of such counsel)Counsel to the Holders;
(b) notify each Holder of Registrable Securities of the effectiveness of each registration statement filed pursuant hereto and 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 to keep such registration statement effective for a period of not less than 90 days during the Effectiveness Period 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 set forth in such registration statement;
(c) furnish to each seller of Registrable Securities, at such Registrable Securities such number of copies seller’s request, a copy of such registration statement, each amendment and supplement thereto, and the prospectus included in such registration statement (including each preliminary prospectus); provided, however, that the Company shall have no such obligation to furnish copies of a final prospectus if the conditions of Rule 172(c) and such other documents as such seller may reasonably request in order to facilitate under the disposition of Securities Act are satisfied by the Registrable Securities owned by such sellerCompany;
(d) use its reasonable best efforts (i) to register or qualify such Registrable Securities under such other securities or blue sky laws of such any jurisdictions as any seller underwriter reasonably requests requests, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided, provided that the Company will shall not be required to (ix) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (iiy) subject itself to taxation in any such jurisdiction or (iiiz) consent to general service of process in any such jurisdiction);
(e) notify Counsel to the Holders and each seller of such Registrable Securities, underwriter (i) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of as soon as practicable after (A) discovery that, or after the happening of any event as a result of which which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances in which they were made, and, at the request of such Holder or any such sellerunderwriter, the Company will shall promptly prepare a supplement or amendment to such prospectus prospectus, furnish (or make available) a reasonable number of copies of such supplement or amendment to each seller of such Registrable Securities, Counsel to the Holders and the underwriters and file such supplement or amendment with the Securities and Exchange Commission so that, as thereafter delivered (or deemed to be 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 fact necessary to make the statements therein not misleadingmisleading in light of the circumstances in which they were made, (B) the Company becomes aware of any request by the Securities and Exchange Commission or any Federal or state governmental authority for amendments or supplements to a registration statement or related prospectus covering Registrable Securities or for additional information relating thereto, (C) the Company becomes aware of the issuance or threatened issuance by the Securities and Exchange Commission of any stop order suspending or threatening to suspend the effectiveness of a registration statement covering the Registrable Securities, or (D) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (ii) as soon as reasonably practicable after each registration statement or any amendment thereto has been filed with the Securities and Exchange Commission and after each registration statement or any post-effective amendment thereto has become effective;
(f) for a reasonable period prior to the filing of any Registration Statement or the commencement of marketing efforts for an Underwritten Shelf Takedown, as applicable, provide any Participating Holder holding more than twenty percent (20%) of all participating Registrable Securities, any underwriter participating in any disposition pursuant to a registration statement, Counsel to the Holders and counsel to the underwriters (each, an “Inspector” and, collectively, the “Inspectors”), a reasonable opportunity to participate (including, but not limited to, reviewing, commenting on and attending all meetings) in the preparation of such registration statement, each prospectus included therein or filed with the SEC and each amendment or supplement thereto;
(g) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case, no later than the effective date of such registration;
(h) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the underwriter(s) reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities;
(i) make available for inspection and copying by the Inspectors all financial and other records, pertinent corporate documents and properties of the Company, and its subsidiaries and cause the officers, directors, employees and independent accountants of the Company and its subsidiaries to respond to such inquiries and to supply all information reasonably requested by any such Inspector in connection with such registration statement, provided that recipients of such financial and other records and pertinent corporate documents agree in writing to keep the confidentiality thereof pursuant to a written agreement reasonably acceptable to the Company (which shall contain customary exceptions thereto);
(j) use reasonable best efforts to (i) prevent the issuance of any stop order by the SEC, and in the event of such issuance, to obtain the withdrawal of any such stop order and (ii) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction at the earliest practicable date;
(k) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be necessary and required of the Company to enable the Participating Holders and underwriters to consummate the disposition of Registrable Securities, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(l) use reasonable best efforts to timely file all material required to be filed pursuant to Section 13, 14 or 15(d) of the Exchange Act;
(m) use 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;
(gn) provide cause appropriate officers as are reasonably requested by an managing underwriter to participate in a transfer agent and registrar for all “road show” or similar marketing effort being conducted by such Registrable Securities not later than the effective date of such registration statementunderwriter with respect to an Underwritten Offering;
(ho) enter into with respect to an Underwritten Demand Offering or an Underwritten Shelf Takedown, use its reasonable best efforts to obtain and furnish to each Participating Holder a signed counterpart of (i) a cold comfort letter from the Company’s independent public accountants addressed to the underwriter(s) and to the Participating Holders (provided that if such customary agreements accountants refuse to deliver such letter to the Participating Holders, then to the Company) and (including an underwriting agreement ii) a legal opinion of counsel to the Company addressed to the underwriter(s) and to the Participating Holders, in each case, in customary form) form and take all covering such other actions matters of the type customarily covered by such letters as the holders of a majority of the Registrable Securities being sold reasonably request;
(p) (i) prepare and file with the SEC such amendments and supplements to each Registration Statement as may be necessary to comply with the provisions of the Securities Act, including post effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder and if applicable, file any Registration Statements pursuant to Rule 462(b) promulgated under the Securities Act, (ii) 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) promulgated under the underwritersSecurities Act; and (iii) provide additional information related to each Registration Statement as requested by, and obtain any required approval necessary from, the SEC or any Federal or state governmental authority;
(q) if anyrequested by any Participating Holder or underwriter, promptly include in a prospectus supplement or amendment such information as the Holder or managing underwriters may reasonably request request, including in order to expedite permit the intended method of distribution of such securities, and make all required filings of such prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request;
(r) in the case of certificated Registrable Securities, cooperate with any Participating Holder and the underwriters to facilitate the disposition timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written representations from each Participating Holder that the Registrable Securities represented by the certificates so delivered by such Holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the Participating Holders or underwriters may reasonably request at least three (3) Business Days prior to any sale of Registrable Securities;
(s) use reasonable best efforts to assist a Holder in facilitating private sales of Registrable Securities by, among other things, providing officers’ certificates and other customary closing documents; and
(it) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant use reasonable best efforts to this Agreement, and any attorney, accountant or take all 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 and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably actions necessary to effect such the registration in compliance with of the Registrable Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registrationcontemplated hereby.
Appears in 1 contract
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will 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, and pursuant thereto the Company will shall as expeditiously as possible:possible (unless waived by the holders of a majority of Investor Registrable Securities participating in such registration):
(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and 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 to keep such registration statement effective for a period of not less than 90 days 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 set forth in such registration statement;
(c) in the case of the Initial Public Offering only, if requested by the holders of at least 25% of all outstanding Investor Registrable Securities, and subject to the consent of underwriters, use its reasonable best efforts to cause to be included in such registration statement equity securities (“Company Registrable Securities”) to be offered in a primary offering of the Company’s securities contemporaneously with such offering;
(d) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(de) cause the chief executive officer and senior management of the Company to participate in any “road show” presentations to investors in connection with such registration for such period of time as is reasonably requested by the underwriters or of the holders of a majority of the Investor Registrable Securities;
(f) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller (including any underwriter) reasonably requests 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, seller; provided that the Company will 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(eg) promptly 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will shall prepare a supplement or amendment to such prospectus and/or registration statement 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 fact necessary to make the statements therein not misleading;
(fh) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its reasonable best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission, or, failing that, to secure NASDAQ authorization for such Registrable 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 Registrable Securities with the NASD;
(gi) provide a transfer agent and registrar and a CUSIP number for all such Registrable Securities not later than the effective date of such the first registration statementstatement relating to Registrable Securities or securities of any class of the Company;
(hj) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the Investor Registrable Securities being sold requested to be included in such offering or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of the Registrable Securities requested to be included in such Registrable Securities; andoffering (including effecting a stock split or a combination of shares);
(ik) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition disposition, pursuant to this Agreement, 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 ’s officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(m) 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 which, in the reasonable judgment of such holder and the Company, should be included;
(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 suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to obtain the withdrawal of such order;
(o) obtain one or more comfort letters from the Company’s independent public accountants in customary form addressed to the holders of the Investor Registrable Securities (if participating in such registration), and covering such matters of the type customarily covered by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement);
(p) provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), addressed to the holders of the Investor Registrable Securities (if participating in such registration), 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;
(q) use reasonable best efforts to cause certificates for the Registrable Securities covered by such registration statement to be delivered by the holders thereof to the underwriters in such denominations and registered in such names as the underwriters may request;
(r) give written notice to the holders of the Registrable Securities included in the registration statement:
(i) when such registration statement or any amendment thereto has been filed with the Securities and Exchange Commission and when such registration statement or any post-effective amendment thereto has become effective;
(ii) of any request by the Securities and Exchange Commission for amendments or supplements to such registration statement or the prospectus included therein or for additional information;
(iii) of the issuance by the Securities and Exchange 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 or its legal 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
(v) of the happening of any event that requires the Company to make changes in such registration statement or the prospectus in order to make the statements therein not misleading (which notice shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made). In connection with Any member of management who is a holder of Other Registrable Securities agrees that if and for so long as he is employed by the Company or any Demand Registration affiliate thereof, he shall participate fully in the sale process, including the preparation of the registration statement and the preparation and presentation of any road shows. Prior to the effectiveness of any registration statement relating to any offering hereunder, (i) any holder of Registrable Securities requested to be included in such offering may withdraw any or Piggyback Registrationall of such Registrable Securities from such offering by written notice to the Company to that effect (whereupon such withdrawn Registrable Securities will no longer be considered to have been requested to be included in such offering), and no such withdrawal will adversely affect the rights of any holder of Registrable Securities requested to be included in such offering and (ii) notwithstanding anything contained herein to the contrary, the holders of a majority of the Investor Registrable Securities will expeditiously supply may withdraw all (but not less than all) Registrable Securities (and any other securities) from such offering by written notice to the Company with all to that effect and require the registration be delayed or not declared effective and such withdrawal may adversely affect the rights of each holder of Registrable Securities hereunder . The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information and copies of all documents reasonably necessary to effect regarding such registration in compliance with the Securities Act seller and the rules and regulations thereunder and shall otherwise cooperate with distribution of such securities as the Company and its counsel may from time to time reasonably request in expediting writing. Upon receipt of notice from the effectiveness Company of the existence of any such registrationevent of the kind described in Section 1(g) or 4(n) above, each seller of Registrable Securities shall immediately discontinue disposition of Registrable Securities pursuant to the registration statement until the registration statement has been supplemented or amended in accordance with Section 4(g) or until withdrawal of the stop order referred to in Section 4(n).
Appears in 1 contract
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its 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 shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission SEC a registration statement with respect to such Registrable Securities, Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will shall furnish to the counsel selected by the holders of a majority of the MDCP Co-Investor Registrable Securities (or if there are no MDCP Co-Investor Registrable Securities, Registrable Securities) covered by such registration statement copies of all such documents proposed to be filed, which documents will shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission 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 90 180 days and otherwise 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;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary 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;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests 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, provided that the Company will 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 subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) 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 as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will 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 fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq and, if listed on the Nasdaq, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national market system security" within the meaning of Rule 11Aa2-1 of the SEC or, failing that, to secure Nasdaq authorization for such Registrable 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 Registrable Securities with the National Association of Securities Dealers;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the holders of a majority of the MDCP Co-Investor Registrable Securities (or if there are no MDCP Co-Investor Registrable Securities, Registrable Securities) being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; andSecurities (including effecting a share split, a combination of shares or other recapitalization);
(i) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, 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 directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(j) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the SEC, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the rules Company, to participate in the preparation of such registration or comparable statement and regulations thereunder 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;
(l) 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 shall otherwise cooperate use its best efforts promptly to obtain the withdrawal of such order;
(m) obtain a cold comfort letter from the Company's independent public accountants and an opinion from the Company's outside counsel, each in customary form and covering such matters of the type customarily covered by cold comfort letters and legal opinions, respectively, as the holders of a majority of the MDCP Co-Investor Registrable Securities (or if there are no MDCP Co-Investor Registrable Securities, Registrable Securities) being sold reasonably request;
(n) 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 to enable the sellers thereof to consummate the disposition of the Registrable Securities; and
(o) take such other actions - including causing such officers of the Company and its counsel Subsidiaries as are requested by the managing underwriters to participate in expediting "road shows" or similar marketing efforts conducted by such underwriters in connection with any underwritten offering pursuant hereto - as the effectiveness holders of any such registrationa majority of the MDCP Co-Investor Registrable Securities (or if there are no MDCP Co-Investor Registrable Securities, Registrable Securities) being sold reasonably request.
Appears in 1 contract
Sources: Registration Rights Agreement (MDCP Acquisitions I)
Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will shall use its reasonable best efforts to effect the registration and the sale of such the Registrable Securities in accordance with the intended method of disposition thereofdisposition, and pursuant thereto In this regard, the Company will as expeditiously as possibleshall:
(a1) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities, Securities and use its reasonable best efforts to cause such the registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel)effective;
(b2) notify each holder of Registrable Securities of the effectiveness of each registration statement filed under this Agreement and prepare and file with the Securities and Exchange Commission such any amendments and supplements to such the registration statement and the prospectus used in connection therewith as that may be necessary to keep such the registration statement effective for a period of not less than 90 180 days (in the case of an Underwritten Registration or an underwritten Piggyback Registration) or for the Effective Period, subject to clauses (1) and (2) of Section 1.D (in the case of a Shelf Registration), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such the registration statement during such the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth described in such the registration statement;
(c3) furnish to each seller of such Registrable Securities such the number of copies of such the registration statement, each amendment and supplement theretosupplement, the prospectus included in such the registration statement (( including each preliminary prospectus) and such any other documents as such that each seller may reasonably request in order to facilitate the disposition of the seller's Registrable Securities owned by such sellerSecurities;
(d4) use its best efforts to register or qualify such the Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such the seller to consummate the disposition in such those jurisdictions of the Registrable Securities owned by such the seller (provided, that but the Company will 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 subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e5) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto to those securities 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 the registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein in the prospectus not misleading, ; and, at the request of any such seller, the Company will shall prepare a supplement or amendment to such the prospectus so that, as thereafter when delivered to the purchasers of such the Registrable Securities, such prospectus will the prospectus, as supplemented or amended, does not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein in the prospectus not misleading;
(f6) cause all such Registrable Securities to be listed quoted on each securities exchange on which similar securities issued by the Company are then listedNasdaq National Market System;
(g7) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such the registration statement;
(h) 8) in the case of an Underwritten Registration, enter into such customary agreements (including an underwriting agreement agreements in customary form) and take all such other actions as the that holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such the Registrable Securities; and;
(i9) make available for inspection by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to this Agreement, the 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 employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such the registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company ;
(10) otherwise use its best efforts to comply with all information applicable rules and copies regulations of all documents the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably necessary to effect such practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration in compliance with statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158; and
(11) in the rules and regulations thereunder and shall otherwise cooperate with event of the Company and its counsel in expediting 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 Common Stock included in the registration statement for sale in any jurisdiction, use its best efforts promptly to obtain the withdrawal of such registrationorder.
Appears in 1 contract